Dennis W. LaBarre
About Dennis W. LaBarre
Independent director since 2017; age 82. Retired Partner at Jones Day with extensive experience advising boards and senior management on corporate governance, compliance, and complex domestic/international business matters. Also serves as a director at Hyster-Yale and NACCO, bringing cross-company governance insights from prior and current service in those networks . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Day | Retired Partner | — | Broad governance and compliance counsel to public/private company boards |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyster-Yale | Director | Prior to 2020 – present | Public company board experience; interlocks with HBB directors |
| NACCO Industries | Director | Prior to 2020 – present | Public company board experience; interlocks with HBB directors |
Board Governance
- Independence: Determined independent by HBB’s Board under NYSE standards .
- Committee assignments and chair roles:
- Audit Review Committee – Member; signatory on Audit Committee report .
- Compensation & Human Capital Committee – Member .
- Nominating & Corporate Governance Committee – Chair .
- Executive Committee – Member .
- Board and committee meeting cadence: Board met 4 times in 2024; committees met Audit (5), Compensation (6), NCG (4), Planning (4), Executive (0). All directors met at least 75% attendance; directors attended the 2024 annual meeting .
- Lead independent director: Not assigned; independent directors hold executive sessions, including a separately scheduled session on Feb 19, 2024 .
- Controlled company context: While HBB may qualify as a “controlled company,” the Board elects not to use governance exemptions; majority independent board and fully independent key committees .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 108,038 | 111,728 | 9,095 | 228,861 |
- Program structure for non-employee directors (excluding Non-Executive Chairman):
- Annual Board Retainer: $175,000; $110,000 paid in transfer-restricted Class A shares (Mandatory Shares) .
- Committee membership retainers: $8,000 (Audit), $5,000 (Compensation/NCG/Planning), $0 (Executive) .
- Committee chair retainers: $20,000 (Audit chair), $15,000 (Compensation chair), $10,000 (other committee chairs including NCG) .
- No meeting fees; quarterly payments; mandatory director equity subject to 10-year transfer restrictions with limited early lapse conditions .
- Other director benefits include insurance and $5,000 matching charitable contribution for participating directors (program-level; varies by individual) .
Performance Compensation
- No performance-based director compensation disclosed (director pay comprised of retainer and mandatory equity; no options; no meeting fees) .
- Equity granted to directors is immediately vested but subject to long holding/transfer restrictions, emphasizing alignment rather than short-term performance pay .
Other Directorships & Interlocks
| Company | Role | Overlapping HBB Director Interlocks |
|---|---|---|
| Hyster-Yale | Director | Alfred M. Rankin, Jr. – Executive Chairman (2023–present), Chair of Hyster-Yale Materials Handling, Inc. |
| NACCO Industries | Director | J.C. Butler, Jr. – President & CEO; Director ; Alfred M. Rankin, Jr. – Non-Executive Chairman ; Michael S. Miller – Director |
- Interlock analysis: LaBarre’s roles at NACCO/Hyster-Yale intersect with multiple HBB directors (Rankin, Butler, Miller) who hold leadership or board seats at those companies, increasing networked oversight and potential information flow across related-party ecosystems, though HBB maintains independent committee composition and related-party review controls .
Expertise & Qualifications
- Legal and governance expertise: Decades advising on corporate governance, compliance, and transactional issues; senior law firm management experience supports committee leadership effectiveness (NCG chair; member Audit and Compensation) .
Equity Ownership
| Security | Beneficially Owned Shares | Ownership % of Class | Notes |
|---|---|---|---|
| Class A Common | 63,420 | <1% | Director Mandatory Shares generally subject to 10-year transfer restrictions; directors prohibited from hedging and pledging restricted shares; pledging of non-restricted shares requires Company consent . |
Governance Assessment
- Board effectiveness: LaBarre chairs NCG and serves on Audit and Compensation, with demonstrated engagement (committee signatory) and independence; Board operates with majority independent directors and fully independent key committees despite controlled-company status, which supports investor confidence .
- Alignment and incentives: Director equity is mandatory with long 10-year holding periods and anti-hedging/anti-pledging provisions, reinforcing long-term orientation and alignment with shareholders .
- Attendance/engagement: Board/committee schedule and 75%+ attendance threshold met by all directors; regular executive sessions of non-management and independent directors enhance oversight quality .
- Conflicts/related-party exposure: No LaBarre-specific related-party transactions disclosed; interlocks via NACCO/Hyster-Yale are present among HBB directors. HBB’s Audit Review Committee actively reviews related-person transactions with defined controls; recent disclosed related-person arrangements involve compensation to Alfred M. Rankin, Jr. under a consulting agreement reviewed/approved by the Audit Committee (not LaBarre) .
- Risk indicators: Hedging/pledging restrictions, insider trading policy, and clawback/recoupment policies for incentive-based compensation (executives) mitigate governance risk; 2024 say-on-pay support >99% signals broad shareholder endorsement of compensation governance, indirectly supportive of board oversight credibility .
RED FLAGS to monitor: Interlocks with NACCO/Hyster-Yale and family influence disclosed in governance sections warrant continued scrutiny for potential conflicts in nominations or strategic oversight, though current structure and independent committees mitigate these risks .