Clara R. Williams
About Clara R. Williams
Clara R. Williams (age 54) has served on HBB’s Board since 2020. She is Founder and CEO of the Clara Williams Company (jewelry design, manufacturing, marketing, distribution) since 2002 and previously held senior roles in sales, marketing and business development at large technology companies; she is a Harvard Business School graduate, providing the Board insight on marketing, sales and operations strategies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clara Williams Company | Founder & CEO | 2002–present | Leads consumer brand; marketing/sales expertise |
| Hamilton Beach Brands, Inc. (principal subsidiary) | Director | Prior to 2020–present | Deep knowledge of operations and strategy from subsidiary board service |
| Large technology companies | Senior roles in sales, marketing, business development | Prior to 2002 | Commercial growth and business development experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clara Williams Company | Founder & CEO | 2002–present | Consumer product, brand-building, marketing execution |
No other current public company directorships disclosed for Ms. Williams .
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Not independent (family relationship: daughter of Non‑Executive Chairman Alfred M. Rankin, Jr.) |
| Board committees (2024) | Planning Advisory Committee member; not on Audit Review, Compensation & Human Capital, NCG, or Executive Committees |
| Committee chair roles | None |
| Committee meeting counts (2024) | Audit Review: 5; Compensation & Human Capital: 6; NCG: 4; Planning Advisory: 4; Executive: 0 |
| Board meetings and attendance (2024) | Board held 4 meetings; all directors attended at least 75% of Board and committee meetings during their tenure |
| Controlled company status & governance posture | HBB may qualify as a NYSE “controlled company,” but the Board elects not to use governance exemptions; Audit, NCG, and Compensation Committees are composed entirely of independent directors |
| Director nominations linkage | NCG may consult with Taplin and Rankin families on Board composition |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $70,038 | Quarterly in arrears; includes cash for fractional Mandatory Shares |
| Stock awards (2024) | $111,728 | Mandatory Shares (transfer‑restricted Class A); grant‑date fair value under ASC 718 |
| All other compensation (2024) | $10,059 | Insurance benefits and $5,000 matching charitable gift (program participation varies by director) |
| Total (2024) | $191,825 | Sum of components above |
Program structure (non‑employee directors, 2024):
- Annual Board retainer: $175,000, of which $110,000 must be paid in transfer‑restricted Class A Mandatory Shares; no meeting fees; reimbursed expenses .
- Committee retainers: $8,000 (Audit member); $5,000 (other committees except Executive); Executive Committee: $0 .
- Committee chair retainers: $20,000 (Audit Chair); $15,000 (Compensation Chair); $10,000 (other committees except Executive) .
- Subsidiary board retainer: $20,000 ($0 if also a director of the Company) .
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; director compensation is retainer and Mandatory Shares with holding restrictions |
| Equity form for directors | Transfer‑restricted Class A Mandatory Shares; directors could elect Voluntary Shares in lieu of cash (none elected for 2024) |
| Vesting & holding | Shares fully vested at grant; generally subject to 10‑year transfer restrictions (earlier lapse upon death/disability, five years after leaving Board, or when no longer on Board and age ≥70) |
| Hedging/pledging | Prohibited for directors; transfer‑restricted shares may not be hedged or pledged during restriction period; company policy restricts pledging without consent |
| Options/RSUs/PSUs for directors | Not provided under the Non‑Employee Directors Plan (equity is Class A shares; no options) |
Other Directorships & Interlocks
| Entity | Role | Notes |
|---|---|---|
| Hamilton Beach Brands, Inc. (subsidiary) | Director | Ongoing service on principal subsidiary board |
| Rankin family network | Family relationships | Ms. Williams is the daughter of Alfred M. Rankin, Jr.; combined beneficial ownership of certain related persons is significant (see Equity Ownership) |
| Board pipeline influence | NCG sourcing | Ms. Williams (with Paul Furlow) recommended Bela S. Mehta for Board appointment (effective Nov. 20, 2024) |
Expertise & Qualifications
- Consumer brand/operator: Founder & CEO; direct-to-consumer marketing and sales background .
- Technology sector commercial experience: Senior roles in sales, marketing, business development at large technology companies .
- Education: Harvard Business School graduate .
Equity Ownership
| Security | Sole Voting/Investment Power | Shared Voting/Investment Power | Aggregate Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Class A Common | 198,160 | 37,439 | 235,599 | 2.31% |
| Class B Common | — | 2,753,267 | 2,753,267 | 76.46% (as member of group via Rankin Associates HBB, L.P.; Ms. Williams disclaims beneficial ownership beyond her pecuniary interest) |
Program notes:
- Non‑employee directors have the right to acquire additional Mandatory Shares within 60 days after the Record Date based on quarterly retainer calculations; number determined by average weekly closing prices; not included in beneficial ownership tables until issued .
- Combined beneficial ownership and voting power of directors/executives is substantial; e.g., as of the 2025 Record Date directors/executives collectively owned 17.22% of Class A and 84.08% of Class B, representing 69.34% of combined voting power .
Governance Assessment
- Independence and committee placement: Ms. Williams is not independent due to family ties; appropriately not seated on Audit, Compensation, or NCG committees, mitigating direct influence over financial reporting, pay, and governance policies; limited to Planning Advisory Committee .
- Attendance and engagement: Board met 4 times in 2024; all directors met ≥75% attendance thresholds—no attendance red flags disclosed .
- Pay structure alignment: Mandatory equity with 10‑year transfer restrictions, hedging/pledging prohibitions, and no meeting fees create long‑duration alignment; director equity fully vested but illiquid due to transfer restrictions; no performance metrics tied to director pay (neutral) .
- Controlled company dynamics: Company may qualify as a “controlled company,” yet elects to follow standard NYSE governance (independent key committees); nonetheless, concentrated voting power among Rankin/Taplin family members and related persons is a structural risk factor for minority investors .
- Related‑party oversight and RED FLAGS: Family interlocks (father: Non‑Executive Chairman) and a standing consulting arrangement for Alfred M. Rankin, Jr. ($500,000 consulting in 2024; renewed for 2025) require robust Audit Review Committee scrutiny—company discloses formal related‑party review protocols (mitigant) .
- RED FLAG: High combined Class B voting power controlled by a stockholders’ agreement (e.g., 93.37% of Class B subject to agreement) can limit minority influence on governance outcomes .
- RED FLAG (contextual): A family member’s trust pledged Class B shares in estate planning (Butler’s spouse); company policy restricts pledging without consent—no pledging disclosed for Ms. Williams .
- Shareholder sentiment signal: Say‑on‑pay approval exceeded 99% at the 2024 annual meeting, indicating broad investor support for executive pay design, though not directly about director pay .