Thomas T. Rankin
About Thomas T. Rankin
Thomas T. Rankin (age 78) has served on the HBB Board since 2017. He is the retired Owner and President of Cross Country Marketing, a private food brokerage firm, and has served in recent years as a director of HBB’s principal subsidiary, Hamilton Beach Brands, Inc. He is classified as not independent and is the brother of Non-Executive Chairman Alfred M. Rankin, Jr. . HBB states it may qualify as a “controlled company” due to Taplin and Rankin family ownership but elects not to use NYSE governance exemptions; its key committees are fully independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cross Country Marketing (private) | Owner & President (retired) | Not disclosed | Food brokerage leadership; brings long-term stockholder perspective |
| Hamilton Beach Brands, Inc. (HBB principal subsidiary) | Director | Recent years | Subsidiary board experience |
| Rankin Management, Inc. (RMI) | Board member (general partner of Rankin HBB) | As of 2024 | RMI votes 2,753,267 Class B shares; board acts by majority (Alfred M. Rankin, Jr.; Thomas T. Rankin; Claiborne R. Rankin; Roger F. Rankin) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships listed in HBB’s proxy |
Board Governance
- Independence: Not independent
- Family relationships: Brother of Alfred M. Rankin, Jr.; uncle to Clara R. Williams; related to J.C. Butler, Jr. via family ties
- Committee memberships: None; no chair roles
- Board attendance: Board held 4 meetings in 2024; all directors attended ≥75% of Board and committee meetings during their tenure; all directors attended the 2024 annual meeting
- Executive sessions: Non-management directors meet in executive session after regular meetings; independent directors held a separate executive session on Feb 19, 2024
- Lead independent director: HBB does not assign a lead independent director
- Committee meeting cadence (2024): Audit Review (5), Compensation & Human Capital (6), NCG (4), Planning Advisory (4), Executive (0)
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 65,038 | 111,728 | 4,095 | 180,861 |
- Director program structure (2024): Annual Board retainer $175,000, of which $110,000 is required to be paid in transfer-restricted Class A shares; committee membership and chair retainers as specified; no meeting fees .
- Share issuance: Director shares are fully vested upon grant but subject to transfer restrictions generally for 10 years; no voluntary share elections in 2024 .
- Perquisites/insurance: Company-paid life and AD&D insurance; personal excess liability insurance is provided for specified directors; charitable match $5,000 for participating directors (Mr. Thomas Rankin did not receive a match) .
Performance Compensation
| Component | 2024 Status | Notes |
|---|---|---|
| Performance-based director pay | None | Director compensation consists of fixed retainers and mandatory equity; no options or PSU programs for directors |
Other Directorships & Interlocks
| Entity | Nature | Details |
|---|---|---|
| Rankin family group | Controlled company dynamics | HBB may qualify as a controlled company based on Taplin/Rankin family ownership; Board elects not to use NYSE exemptions |
| Rankin Management, Inc. / Rankin Associates HBB, L.P. | Voting control | 2,753,267 Class B shares held by Rankin HBB; RMI (board includes Thomas T. Rankin) has sole voting power over these shares; dispositional power shared with trusts |
| Family relationships on HBB Board | Interlocks | Alfred M. Rankin, Jr. (brother), Clara R. Williams (niece), J.C. Butler, Jr. (son-in-law of Alfred M. Rankin, Jr.) serve on the Board |
Expertise & Qualifications
- Background in food brokerage and distribution; long-tenured family ownership perspective; subsidiary board experience .
- Brings perspective aligned with significant family ownership; no audit/financial expert designation cited .
Equity Ownership
| Class | Sole Voting/Investment Power | Shared Voting/Investment Power | Aggregate Amount | Percent of Class |
|---|---|---|---|---|
| Class A | 184,243 | 11,766 (spouse/children trusts; disclaimed beyond pecuniary interest) | 196,009 | 1.93% |
| Class B | 155,778 | 2,753,267 (via Rankin HBB group; disclaimed beyond pecuniary interest) | 2,909,045 | 80.79% |
- Group control context: 3,362,311 Class B shares are subject to a stockholders’ agreement among Signatories; together represent 93.37% of Class B and 72.79% of combined voting power; directors/executives as a group hold 69.34% combined voting power across both classes .
- Hedging/pledging: Directors are prohibited from hedging company equity; pledging non-restricted shares requires Company consent; director compensation shares carry mandatory long holding periods and transfer restrictions .
- Options: HBB does not sponsor a stock option plan; no options outstanding .
Governance Assessment
-
Strengths
- Committees (Audit Review, Compensation & Human Capital, NCG) are fully independent; audit committee includes SEC-defined financial experts .
- Long holding period (10 years) on director and NEO equity aligns incentives; prohibitions on hedging; clawback policy implemented per NYSE rules; supplemental recoupment policy exists .
- Strong attendance and regular executive sessions; 99% say-on-pay approval in 2024 suggests investor support for compensation governance .
-
Risks and potential conflicts
- Not independent; close family ties to Non-Executive Chairman and other directors; significant Class B voting influence via family group and RMI (board includes Thomas T. Rankin), elevating minority shareholder risk and potential perceived conflicts .
- Consulting arrangement with Alfred M. Rankin, Jr. ($41,666.67/month; $500,000 in 2024) approved by ARC; while disclosed and reviewed, it adds related-party complexity to governance optics .
- No lead independent director; presiding director for independent sessions varies, which may dilute consistent independent oversight .
-
Compensation alignment (director-specific)
- Pay is modest and structured (cash retainer plus mandatory equity); mandatory long-term hold enhances alignment; no performance-based director pay reduces incentive for short-termism .
Fixed Compensation Details (Program Reference)
| Element | Amount/Policy | Notes |
|---|---|---|
| Annual Board Retainer | $175,000; $110,000 paid in transfer-restricted Class A shares | Paid quarterly; no meeting fees |
| Committee Member Retainers | $8,000 (Audit); $5,000 (other committees, excl. Executive) | Executive Committee $0 |
| Committee Chair Retainers | $20,000 (Audit Chair); $15,000 (Comp Chair); $10,000 (other chairs; excl. Executive) | — |
| Insurance/Perks | Life/AD&D; personal excess liability (specified); $5,000 charitable match (participating directors) | Matching gift not received by Thomas T. Rankin |
Performance Compensation Metric Table (Director Pay)
| Metric Type | Applied to Directors in 2024 | Evidence |
|---|---|---|
| Equity tied to performance metrics (RSUs/PSUs) | No | Program uses mandatory shares with transfer restrictions; no PSUs/options for directors |
| Options with strike/vesting | No | Company does not sponsor a stock option plan |
Related Party & Controlled Company Considerations
- Family ties: Alfred M. Rankin, Jr. is brother of Thomas T. Rankin; father of Clara R. Williams; father-in-law of J.C. Butler, Jr.; all serve on HBB’s Board .
- Consulting agreement: Alfred M. Rankin, Jr. receives a monthly consulting fee; renewed for 2025 after ARC/Comp Committee review ($41,666.67/month; $500,000 in 2024) .
- Controlled company posture: Board states HBB may qualify as controlled under NYSE but elects not to use exemptions; majority of Board is independent; committees are all independent .
- Related-person transaction process: ARC reviews and approves related-person transactions with recusal and materiality criteria .
RED FLAGS: Not independent; substantial family/controlled group influence via Class B; consulting arrangement with family member; absence of a lead independent director .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | >99% of votes cast approved NEO compensation |
Expertise & Qualifications
- Practical operator background (food brokerage), long-term shareholder perspective, and subsidiary board experience; no audit committee financial expert designation cited for Thomas T. Rankin .
Equity Ownership Summary (Alignment Signals)
- Mandatory long-term holding of director equity (10 years) supports alignment; no hedging permitted for directors; pledging of non-restricted shares requires consent .
- Significant beneficial and group-based Class B holdings result in outsized voting influence relative to economic Class A ownership, requiring continued Board transparency on related-party matters .
Governance Assessment
Thomas T. Rankin’s governance profile reflects strong ownership alignment via long-hold equity and family stewardship but is counterbalanced by non-independence, material family interlocks, and controlled voting influence. HBB mitigates some risks through fully independent key committees, robust clawback policies, and high director/NAG attendance, yet the absence of a lead independent director and the Chairman’s consulting arrangement sustain perceived conflicts that investors should monitor. Overall, the Board’s decision not to rely on controlled-company exemptions and the disclosure of related-party reviews are positives, but continued scrutiny of independence, related-party transactions, and committee leadership remains prudent .