James A. Ratner
About James A. Ratner
James A. Ratner (age 80) has served as an independent director of Hamilton Beach Brands Holding Company (HBB) since 2017. He is a Partner at RMS Investment Group, LLC and previously served as Non‑Executive Chairman and Executive Vice President of Forest City Realty Trust, Inc., bringing senior public‑company governance and strategy experience to HBB’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forest City Realty Trust, Inc. | Non‑Executive Chairman; Executive Vice President | Prior to 2020 | Led governance; senior operating experience in a major public real estate company |
| HBB (Board) | Director (Independent) | Since 2017 | Long-tenured board service; continuity across major governance changes |
| RMS Investment Group, LLC | Partner | Current | Investment perspective; real estate expertise |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| RMS Investment Group, LLC | Partner | Private | Real estate investment; no disclosed related‑party transactions with HBB |
Board Governance
- Independence: Ratner is explicitly classified as independent under NYSE standards .
- Committee leadership: Chair, Compensation & Human Capital Committee; member, Audit Review; member, Nominating & Corporate Governance (NCG); member, Executive Committee .
- Attendance/engagement: Board met 4 times in 2024 and 6 times in 2023; all directors met at least the 75% attendance threshold both years; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors meet in regular executive sessions; independent directors also hold separately scheduled sessions (e.g., Feb. 19, 2024; Feb. 20, 2023) .
- Controlled company status: HBB may qualify as a “controlled company,” but the Board elects not to use NYSE governance exemptions; Board committees (Audit, NCG, Compensation) are entirely independent .
Committee roles and activity (continuity across years):
| Committee | 2023 Role | 2023 Meetings | 2024 Role | 2024 Meetings |
|---|---|---|---|---|
| Audit Review | Member | 7 | Member | 5 |
| Compensation & Human Capital | Chair | 6 | Chair | 6 |
| Nominating & Corporate Governance | Member | 4 | Member | 4 |
| Planning Advisory | — | 4 | — | 4 |
| Executive | Member | 0 | Member | 0 |
Fixed Compensation
Director compensation (retainer + committee fees + equity and benefits):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $98,025 | $98,038 |
| Stock Awards ($) | $114,860 | $111,728 |
| All Other Compensation ($) | $8,664 | $9,095 |
| Total ($) | $221,548 | $218,861 |
Compensation structure:
- Annual Board retainer: $175,000, of which $110,000 must be paid in transfer‑restricted Class A shares (10‑year holding period; fully vested at grant) .
- Committee fees: $8,000 for Audit Review members; $5,000 for other committees (Executive Committee $0); Chair premiums: $20,000 (Audit), $15,000 (Compensation & Human Capital), $10,000 (other committees) .
- Insurance and matching gifts: life, AD&D, personal excess liability (specified directors), and up to $5,000 matching charitable gift program .
Performance Compensation
- Not applicable for directors. HBB does not use performance‑conditioned pay for directors; equity is retainer‑based with long transfer restrictions and no stock options .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Ratner .
- Prior public company service: Forest City Realty Trust, Inc. (Non‑Executive Chairman; EVP) .
- Interlocks/related parties: No Ratner‑linked related‑party transactions disclosed; Audit Review Committee reviews all related‑person transactions (Rankin family arrangements are disclosed and reviewed) .
Expertise & Qualifications
- Senior public‑company leadership and governance experience; strategic planning and oversight competency from Forest City Realty Trust .
- Investment and real estate domain expertise via RMS Investment Group .
- Compensation oversight: Chairs Compensation & Human Capital Committee; signs Compensation Committee Report .
Equity Ownership
- Long-hold alignment: Mandatory director shares are fully vested but generally non‑transferable for 10 years; directors are prohibited from hedging compensatory shares; pledging non‑restricted shares requires company consent .
Beneficial ownership (Record Date: March 10, 2025):
| Class | Shares | Percent of Class |
|---|---|---|
| Class A Common | 62,580 (sole voting/investment power) | <1.0% |
| Class B Common | 12,272 (sole voting/investment power) | <1.0% |
No pledging disclosed for Ratner in beneficial ownership footnotes; the company’s policy restricts pledging of non‑restricted shares without consent .
Governance Assessment
-
Strengths
- Independent director with deep governance and compensation oversight credentials; active committee leadership (Chair, Compensation & Human Capital) .
- Strong shareholder support for executive compensation programs overseen by his committee: Say‑on‑pay approval over 99% in 2024 and 96% in 2023 .
- Robust risk controls tied to compensation: NYSE‑compliant clawback and supplemental recoupment policies; long holding periods; hedging prohibitions .
- Board elects not to use “controlled company” governance exemptions; committees fully independent .
-
Watch‑items / potential red flags
- Controlled company dynamics with concentrated Class B voting power among Rankin family affiliates; requires continued vigilance by independent directors to safeguard minority shareholder interests .
- Non‑Executive Chairman consulting arrangement ($500,000) approved by Audit Review and Compensation Committees—appropriately disclosed and reviewed but warrants ongoing scrutiny for independence optics .
Overall, Ratner’s independent status, committee leadership, attendance, and alignment through long‑hold equity and anti‑hedging policies support investor confidence; continued monitoring of controlled company influences and Chairman consulting arrangements is prudent .