Bela S. Mehta
About Bela S. Mehta
Bela S. Mehta, age 53, is an independent director of Hamilton Beach Brands Holding Company, appointed to the Board effective November 20, 2024. She is Managing Partner of CITG Capital Partners, bringing over 20 years of financial, operating and strategy experience; she is not identified with any other public company directorships in the past five years. She is deemed independent under NYSE standards and serves one-year terms with all directors standing for annual election.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CITG Capital Partners | Managing Partner | Since prior to 2020 – present | Led private investment activities; deep financial, operating, and strategy experience |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for the past five years (company bios include such roles if any) |
Board Governance
- Independence and tenure: Independent director; appointed Nov 20, 2024; stands for election at the 2025 annual meeting.
- Committees and chair roles:
- Planning Advisory Committee member (no chair roles disclosed).
- Not listed on Audit Review, Compensation and Human Capital, or Nominating & Corporate Governance committees.
- Board structure and effectiveness:
- HBB may qualify as a “controlled company,” but the Board elects not to use exemptions; a majority of directors are independent and all key committees are entirely independent.
- Board held four meetings in 2024; all directors met at least 75% attendance on the Board and applicable committees; directors expected to attend annual meeting and all 2024 directors did so.
- Non-management directors hold regular executive sessions; independent directors hold separate sessions (e.g., Feb 19, 2024).
- Lead independent director: Not assigned (non-executive chairman presides; presiding director varies by context for independent sessions).
Committee Assignments (current)
| Committee | Member | Chair |
|---|---|---|
| Audit Review Committee | No | — |
| Compensation and Human Capital Committee | No | — |
| Nominating & Corporate Governance (NCG) Committee | No | — |
| Planning Advisory Committee | Yes | No |
| Executive Committee | No | — |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 (pro-rated; appointed 11/20/2024) | 8,000 | 9,012 | — | 17,011 |
- Program structure (non-employee directors, 2024): Annual Board retainer $175,000 (of which $110,000 must be paid in transfer-restricted Class A shares); committee member retainers $8,000 (Audit), $5,000 (other committees except Executive); committee chair retainers $20,000 (Audit), $15,000 (Compensation), $10,000 (others except Executive). No meeting fees; retainers paid quarterly.
- Director equity mechanics: Mandatory shares are fully vested upon grant but generally subject to a 10-year transfer restriction; no voluntary shares were elected/granted in 2024.
Performance Compensation (Director)
| Element | Structure | Performance Metrics | Vesting/Restriction |
|---|---|---|---|
| Equity retainer (Mandatory Shares) | Portion of annual retainer paid in Class A shares | None (retainer-based; not performance-linked) | Fully vested at grant; generally 10-year transfer restriction for directors |
Directors’ pay at HBB is retainer-based with equity holding requirements; there are no performance-conditioned director awards disclosed.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in bio (company bios list other public directorships if applicable) |
| Prior public company boards (past 5 yrs) | None disclosed |
| Interlocks/conflicts | None disclosed related to Mehta; related-person transactions in proxy do not name Mehta (see Rankin family arrangements) |
Expertise & Qualifications
- Managing Partner, CITG Capital Partners; >20 years in private investments with financial, operating, and strategic expertise, aligned with Planning Advisory Committee remit.
- Not designated an “audit committee financial expert” (designation applies to Belgya and Miller).
Equity Ownership
| Security | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Class A Common | 545 | ~0.005% (545 / 10,181,069 Class A outstanding) | Small stake consistent with late-2024 appointment; director shares under plan are fully vested but generally subject to 10-year transfer restriction |
| Class B Common | 0 | 0% | No Class B holdings disclosed |
| Pledging/Hedging | — | — | Hedging prohibited for directors; pledging of non-restricted shares prohibited without consent; compensatory shares subject to transfer/pledge restrictions during holding period |
Governance Assessment
- Positive signals
- Independent director with investment and operating background; assigned to Planning Advisory Committee, which advises on strategy and M&A previews—matching her profile.
- Company maintains majority-independent board and fully independent key committees despite controlled company eligibility; strong director equity holding period (10-year restriction) supports alignment.
- Board and committee attendance standards met (≥75% for all directors in 2024); directors attend annual meeting.
- Watch items
- Concentrated voting control via Class B stock among Rankin family-related entities remains a structural governance consideration (not specific to Mehta).
- Mehta is not on Audit/Comp/NCG as of 2024; as a newer director, future committee rotation could enhance oversight breadth.
- Conflicts/related-party exposure
- No related-person transactions involving Mehta disclosed; related-party items relate to Rankin family and consulting arrangement, reviewed/approved via Audit Review Committee processes.
Say-on-pay support was >99% in 2024, indicating generally strong shareholder alignment on compensation governance, though this pertains to executives rather than directors.