Michael S. Miller
About Michael S. Miller
Independent director since 2017; age 73. Retired Managing Director at The Vanguard Group with prior experience as a partner at a major law firm; brings finance, legal, compliance/risk and strategic planning expertise, and has served on audit committees for Vanguard’s Irish-domiciled funds and management company and various Vanguard affiliates . Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Vanguard Group | Retired Managing Director | Not specified | Senior finance leadership; audit committee experience across Vanguard entities |
| Major Law Firm | Partner | Not specified | Legal/compliance background cited by HBB |
| Vanguard Irish-domiciled funds & management company | Director | Through 2022 | Audit committee service; governance oversight |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| NACCO Industries, Inc. | Director | From prior to 2020 to present |
| Vanguard Charitable | Board Trustee | March 2021 to present |
Board Governance
- Committee assignments: Audit Review Committee (Chair); Compensation & Human Capital Committee (Member); Nominating & Corporate Governance (Member); Executive Committee (Member) .
- Committee meeting cadence (2024): Audit 5; Compensation 6; NCG 4; Executive 0 .
- Independence: Board determined Miller is independent under NYSE standards; Audit Review Committee entirely independent; Miller is an SEC-defined “audit committee financial expert” .
- Attendance: Board held four meetings in 2024; all directors attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Split Chair/CEO roles; no lead independent director; independent director executive sessions held regularly, and separately at least annually (e.g., Feb 19, 2024) .
- Related‑party oversight: Audit Review Committee reviews and approves related‑person transactions; committee members who are related persons recuse from votes .
Fixed Compensation
| FY 2024 Director Compensation (HBB) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 103,038 |
| Stock Awards (Mandatory shares under Non‑Employee Directors’ Plan) | 111,728 |
| All Other Compensation (insurance; $5,000 matching gifts) | 6,442 |
| Total | 221,208 |
| 2024 Non‑Employee Director Program Element | Amount |
|---|---|
| Annual Board Retainer | $175,000, of which $110,000 paid in transfer‑restricted Class A shares |
| Committee Member Retainers | $8,000 Audit; $5,000 other committees; $0 Executive Committee |
| Committee Chair Retainers | $20,000 Audit; $15,000 Compensation; $10,000 other committees; $0 Executive Chair |
| Meeting Fees | None (expenses reimbursed) |
| Director Insurance/Matching Gifts | Company-paid life/AD&D premiums; $5,000 matching charitable gifts (participating directors) |
Key plan terms: Mandatory director shares fully vested at grant but subject to 10‑year transfer restrictions; fractional shares paid in cash; earlier lapse upon specified events (e.g., age 70 and board departure) . Korn Ferry advises the program; benchmarking via NACD survey; triennial deep review (Aug 2023) .
Performance Compensation
- HBB provides no option awards to directors and does not sponsor a stock option plan; director equity grants are retainer-based, not performance-based .
Other Directorships & Interlocks
| Organization | Role | Interlocks/Notes |
|---|---|---|
| NACCO Industries, Inc. | Director | HBB directors J.C. Butler (CEO of NACCO; Director of NACCO) and Dennis W. LaBarre (Director of NACCO) sit on HBB Board, creating governance ties across entities |
| HBB governance context | — | Company may qualify as a “controlled company” due to Taplin/Rankin family ownership, but Board elects not to use NYSE controlled‑company exemptions (majority independent; all key committees fully independent) |
Expertise & Qualifications
- Audit committee financial expert; independent and financially literate under NYSE/SEC standards .
- Finance, legal, and risk/compliance expertise from senior roles at Vanguard and law firm partnership; audit committee service at Vanguard entities underscores oversight capability .
Equity Ownership
| Class | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Class A Common | 47,825 | <1% | Beneficial ownership per proxy; Class A outstanding at record date: 10,181,069; director plan shares subject to 10‑year transfer restrictions |
Alignment policies:
- Hedging prohibited for directors/officers/certain employees; pledging of non‑restricted shares requires Company consent; director transfer‑restricted shares cannot be assigned, hedged or pledged during holding period .
- Insider Trading Policy requires pre‑clearance for Key Insiders; prohibits margin accounts and pledges without approval; establishes 10b5‑1 plan guidelines and cooling‑off periods .
Governance Assessment
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Strengths:
- Chair of Audit Review Committee; designated audit committee financial expert; committee oversees financial reporting, internal controls, auditor independence, cybersecurity/data privacy risks, and related‑person transactions .
- High independence standard (majority independent board; all key committees fully independent) despite controlled‑company eligibility .
- Director pay structure mixes cash and long‑hold equity (10‑year restriction), reinforcing long‑term alignment; no option grants to directors .
- Board/committee attendance at or above 75%; participation in annual meeting; regular executive sessions of non‑management and independent directors .
-
Potential risks/RED FLAGS to monitor:
- Related‑party exposure via extended family ties and a $500,000 consulting arrangement with the Non‑Executive Chairman (approved and reviewed by Audit Review Committee); as Audit Chair, Miller oversees the related‑person transaction process—continued robust recusal and documentation are essential .
- Controlled‑company dynamics: concentrated Class B voting power within founding family—Board’s choice not to use controlled‑company exemptions mitigates but does not eliminate concentration risk .
-
Shareholder signals:
- Say‑on‑pay support exceeded 99% at the 2024 annual meeting; annual advisory vote cadence maintained .
-
Cybersecurity oversight:
- Audit Review Committee supports Board oversight of cybersecurity risk; structured program with task force, frameworks, insurance, and training; no material incidents reported in 2024 .
Overall, Miller’s audit leadership, independence, and long-hold equity compensation support investor confidence; continued vigilance on related-party approvals and family-controlled voting dynamics remains prudent **[1709164_0001193125-25-066225_d727491ddef14a.htm:6]** **[1709164_0001193125-25-066225_d727491ddef14a.htm:7]** **[1709164_0001193125-25-066225_d727491ddef14a.htm:10]** **[1709164_0001193125-25-066225_d727491ddef14a.htm:15]** **[1709164_0001193125-25-066225_d727491ddef14a.htm:23]** **[1709164_0001193125-25-066225_d727491ddef14a.htm:24]**.