Alfred M. Rankin, Jr.
About Alfred M. Rankin, Jr.
Alfred M. Rankin, Jr. (age 83) has served on HBB’s board since 2017 and is the Non-Executive Chairman of Hamilton Beach Brands Holding Company and its principal subsidiary; he previously served as Executive Chairman of the Company . He has over 50 years of board and senior management experience at NACCO and Hyster-Yale, including recent service as Executive Chairman of Hyster-Yale and Non-Executive Chairman of NACCO, and brings long-tenured strategic oversight and public company governance experience; he is not classified as an independent director at HBB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HBB (Hamilton Beach Brands Holding Company) | Executive Chairman → Non-Executive Chairman | Executive Chairman prior to 2019; Non-Executive Chairman since 1/1/2019 | Leads strategic and board oversight; facilitates information flow between board and management |
| Hyster-Yale | Chairman, President & CEO → Chairman & CEO → Executive Chairman | Prior to 2020–2/2021; 2/2021–5/2023; 5/2023–present | Industrial operating and board leadership; capital allocation and long-term strategy |
| NACCO & NACCO Natural Resources | Chairman, President & CEO → Non-Executive Chairman | Prior to 2020–2018; Non-Executive Chairman since prior to 2020 | Resource sector governance experience; former parent of HBB provides deep knowledge of HBB |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Hyster-Yale | Executive Chairman; Chairman of Hyster-Yale Materials Handling, Inc. | Current | Industrial manufacturing leadership and board governance |
| NACCO | Non-Executive Chairman | Current | Natural resources governance; prior CEO/Chair |
| Federal Reserve Bank of Cleveland | Director (prior service) | Prior | Brings macro/financial oversight perspective |
Board Governance
- Board leadership: HBB separates CEO and Chairman roles; Rankin serves as Non-Executive Chairman, focusing on strategic oversight, board governance, and consultation to management .
- Independence: HBB may qualify as a “controlled company” due to Taplin/Rankin family holdings but elects not to use NYSE controlled company exemptions; nonetheless, Rankin is not classified as independent .
- Committees: Rankin chairs the Planning Advisory Committee and the Executive Committee; he is not a member of the Audit Review, Compensation & Human Capital, or NCG committees .
- Committee meetings (2024): Audit Review (5), Compensation & Human Capital (6), NCG (4), Planning Advisory (4), Executive (0) .
- Attendance and engagement: Board held 4 meetings in 2024; all directors met at least 75% attendance at board and committee meetings; non-management directors hold regular executive sessions typically after each board meeting, with the Non-Executive Chairman presiding .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Cash fees | $120,027 | Quarterly cash retainers and committee fees; no meeting fees |
| Stock awards (transfer-restricted Class A) | $152,381 | Mandatory equity portion of retainer paid in fully vested, transfer-restricted shares; 10-year holding period generally applies |
| Consulting fee | $500,000 | Separate consulting agreement at $41,666.67 per month; auto-renews annually; renewed for 2025 (Audit Review and Compensation & Human Capital Committees approved) |
| Insurance and other | $1,442 | Company-paid life, accidental death/dismemberment, and (for some directors) personal excess liability; charitable matching not listed for Rankin in 2024 |
| Total 2024 | $773,850 | Sum of cash, stock, consulting, and other |
Program structure highlights:
- Non-Executive Chairman retainer: $250,000 annually, with $150,000 required in transfer-restricted Class A shares; plus committee retainers ($5,000 per committee; $10,000 for Planning Advisory Chair) .
- Director equity is fully vested at grant but generally subject to 10-year transfer restrictions; prohibition on hedging and pledging applies, with limited exceptions and consent requirements .
Performance Compensation
| Feature | Disclosure | Notes |
|---|---|---|
| Performance-based equity or options | None disclosed for directors | HBB does not sponsor a stock option plan; directors receive mandatory equity as part of retainer, not performance-conditioned awards |
| Director incentive metrics | Not applicable | No director performance metrics (e.g., TSR, EBITDA) tied to director pay disclosed; director equity is subject to long holding periods to align interests |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Hyster-Yale | Public company | Executive Chairman | Industrial overlap and historical relationships; no specific related-party transactions with HBB disclosed |
| NACCO | Public company | Non-Executive Chairman | Former parent of HBB; several HBB directors have NACCO/Hyster-Yale ties, increasing network interlocks |
- Family relationships on HBB board: Rankin is brother of Thomas T. Rankin, father of Clara R. Williams, and father-in-law of J.C. Butler, Jr.; these directors received standard HBB director compensation in 2024 .
- Controlled voting block: Combined holdings by Rankin/Butler/Williams/Thomas T. Rankin equal 12.19% of Class A, 83.05% of Class B, representing 69.34% of combined voting power of Class A and Class B as of record date .
Expertise & Qualifications
- Deep operating and governance experience across industrial and natural resources sectors with over 50 years in NACCO/Hyster-Yale leadership; long-term stockholder perspective .
- Board leadership experience and prior oversight roles at the Federal Reserve Bank of Cleveland; strong public company governance credentials .
- As Non-Executive Chairman, facilitates board focus on strategic goals and risk, supports information flow with management, and advises on significant business matters .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Ownership Notes |
|---|---|---|---|
| Class A Common | 452,411 (441,335 sole; 11,076 shared) | 4.44% | Transfer-restricted shares from director plan; 10-year holding; hedging/pledging restrictions apply |
| Class B Common | 2,832,122 (78,855 sole; 2,753,267 shared via Rankin Associates HBB, L.P. group) | 78.65% | Group beneficial ownership via Rankin Management, Inc. and trusts; Rankin disclaims beneficial ownership beyond his pecuniary interest; subject to stockholders’ agreement |
| Group holdings (Rankin/Butler/Williams/Thomas T. Rankin) | Class A: 1,241,099; Class B: 2,990,700 | Class A: 12.19%; Class B: 83.05% | Together represent 69.34% of combined voting power |
Policies affecting alignment:
- Directors’ equity awards are fully vested but subject to long holding periods; prohibition on hedging and pledging without consent; insider trading controls are in place .
Governance Assessment
- Strengths: Separation of Chair/CEO roles with a seasoned Non-Executive Chairman; majority-independent board and fully independent Audit, Compensation & Human Capital, and NCG committees despite controlled company status; regular executive sessions and active committee oversight of risk, cybersecurity, compensation, and governance .
- Risks/RED FLAGS:
- Not independent: Rankin is classified as non-independent; absence of a Lead Independent Director could dilute independent oversight .
- Family interlocks: Immediate family members (Thomas T. Rankin, Clara R. Williams, J.C. Butler, Jr.) serve on the board, increasing potential for related-party and governance conflicts; Audit Review Committee oversees and approves related-person transactions .
- Consulting arrangement: $500,000 annual consulting fee in addition to chairman compensation; auto-renewing contract; approved by Audit Review and Compensation committees—appropriate oversight disclosed, but investors may view dual roles and fees as a conflict risk signal .
- Concentrated voting power: Taplin/Rankin group control of Class B shares yields 69.34% combined voting power—limits minority influence; stockholders’ agreement governs transfer and conversion rights for Class B .
- No stock options and long holding lock-ups align interests but reduce flexibility; however, director equity is not performance-conditioned .
Overall, Rankin’s extensive experience and structured committee oversight support board effectiveness, but independence concerns, family interlocks, and a substantial consulting arrangement present governance optics that investors should monitor alongside the controlled voting structure and absence of a lead independent director .