J.C. Butler, Jr.
About J.C. Butler, Jr.
J.C. Butler, Jr. (age 64) has served on Hamilton Beach Brands Holding Company’s Board since 2017. He is President & CEO of NACCO Industries, Inc. and NACCO Natural Resources Corporation, and sits on the boards of Hyster-Yale, Inc. and NACCO; he also serves on the National Mining Association board and the Lignite Energy Council Management Committee . At HBB, he is a non-independent director with committee roles on the Planning Advisory Committee and the Executive Committee . Butler has over 20 years in NACCO management (HBB’s former parent), giving him deep familiarity with HBB’s operations and strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NACCO Industries, Inc. | Senior management roles culminating in President & CEO | Over 20 years (including while HBB was wholly owned subsidiary) | Extensive knowledge of HBB operations and strategy from prior parent relationship |
| NACCO Natural Resources Corporation | President & CEO | Since prior to 2020 (ongoing) | Operational leadership across natural resources portfolio |
External Roles
| Organization | Role | Tenure/Start | Committees/Impact |
|---|---|---|---|
| NACCO Industries, Inc. | President & CEO; Director | Since prior to 2020 (ongoing) | Strategic leadership; public company governance |
| NACCO Natural Resources Corporation | President & CEO | Since prior to 2020 (ongoing) | Oversees natural resources operations |
| Hyster-Yale, Inc. | Director | Since prior to 2020 (ongoing) | Industrial operations insights |
| National Mining Association | Board member | Current | Industry advocacy and policy |
| Lignite Energy Council | Management Committee member | Current | Sector expertise and stakeholder engagement |
Board Governance
| Item | Detail |
|---|---|
| Independence | Not independent (Board’s independence list excludes Butler) |
| Committee assignments | Planning Advisory Committee (member); Executive Committee (member) |
| Committee chair roles | None |
| 2024 committee meetings | Audit Review (5), Compensation & Human Capital (6), NCG (4), Planning Advisory (4), Executive (0) |
| Board meetings & attendance | Board met 4 times in 2024; all directors attended at least 75% of Board/committee meetings during their tenure; all directors present at 2024 annual meeting |
| Board structure | Separate Chair and CEO; Non-Executive Chairman (Alfred M. Rankin, Jr.); no Lead Independent Director |
| Controlled company status | May qualify as a controlled company due to Taplin/Rankin family holdings, but Board elects not to use NYSE governance exemptions (majority independent Board; committees fully independent) |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 75,038 | 111,728 | 6,442 | 193,208 |
Program parameters (non-executive directors, 2024): Annual Board retainer $175,000 with $110,000 paid in transfer-restricted Class A shares; committee member retainers $8,000 (Audit) and $5,000 (other committees except Executive Committee, which is $0); committee chair retainers $20,000 (Audit), $15,000 (Compensation), $10,000 (other committees except Executive) . Shares are fully vested when granted but subject to 10-year transfer restrictions, with earlier lapse only upon specified events; hedging is prohibited and pledging requires Company consent .
Performance Compensation (Director)
No performance-based equity (no options, PSUs, or performance metrics for director pay disclosed). Director equity grants are time-restricted fully vested shares under the Non-Employee Directors Plan; no options plan exists .
Other Directorships & Interlocks
- Family interlocks and controlled-company context: Butler is the son-in-law of Non-Executive Chairman Alfred M. Rankin, Jr.; the Board is composed of multiple Rankin family members and long-time NACCO/Hyster-Yale directors, with consulting fees to the Chairman under an annually renewed agreement approved by independent committees .
- Governance mitigation: Audit Review, NCG, and Compensation & Human Capital Committees are entirely independent; related-party reviews occur under Audit Review Committee oversight .
Expertise & Qualifications
- Mining and natural resources CEO experience (NACCO/NACCO Natural Resources) with public company directorships (NACCO, Hyster-Yale) .
- Operational and strategic familiarity with HBB from prior parent relationship .
Equity Ownership
| Security | Sole Voting/Investment Power | Shared Voting/Investment Power | Aggregate Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Class A Common | 198,522 | 158,558 | 357,080 | 3.51% |
Notes:
- Shared power includes 158,558 shares beneficially owned by spouse; Butler disclaims ownership. He also disclaims 20,470 Class A shares held in trust for his children where he is trustee .
- Class B Common group: Butler, via trust partnership interests, may be deemed part of a “group” (Rankin Associates HBB, L.P. and related trusts) beneficially owning 2,753,267 Class B shares; Butler disclaims beneficial ownership beyond his pecuniary interest .
- Pledging: Butler’s spouse, as trustee of trusts established for her benefit, pledged 31,379 Class B shares in connection with sales of partnership interests as part of family estate planning . Company policy generally prohibits pledging of director/officer shares without consent .
Governance Assessment
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Strengths:
- Extensive operating and public board experience, plus deep HBB familiarity from former parent ties .
- Director ownership with mandatory long holding periods aligns long-term perspectives; hedging prohibitions support alignment .
- Independent oversight: fully independent Audit, NCG, and Compensation Committees; controlled-company exemptions not used .
-
Risks and RED FLAGS:
- Non-independence and family ties: Butler is Non-Independent and the son-in-law of the Non-Executive Chairman, creating potential conflicts and influence risks despite formal related-party review processes .
- Dual-class and group control: Participation in a Class B “group” associated with Rankin family entities concentrates voting power; spouse’s pledge of Class B shares introduces collateral risk and potential misalignment signals (mitigated by Company consent policy) .
- Executive Committee had no meetings in 2024; Planning Advisory Committee is advisory, potentially limiting formal accountability channels, though independent committees maintain oversight .
-
Attendance and Engagement:
- Board met 4 times in 2024; all directors achieved at least 75% attendance and attended the annual meeting, supporting baseline engagement .
-
Compensation Mix:
- Director pay consists of cash retainer plus significant equity paid as transfer-restricted stock (fully vested but illiquid for up to 10 years), reinforcing long-term alignment; no performance-linked metrics or option awards disclosed for directors .
Overall, Butler brings relevant industrial and governance expertise and significant equity exposure, but his non-independence, familial relationships, and Class B group dynamics merit continued monitoring for conflicts and voting power concentration; the company’s independent committee oversight and related-party review policies partly mitigate these risks .