Claiborne R. Rankin
About Claiborne R. Rankin
Independent director at Hyster‑Yale, Inc. (HY) since 2012; age 74. Background in venture capital and early‑stage investing as Manager of NCAF Management, LLC and Managing Member of Sycamore Partners, LLC/NCAF II; long industry familiarity from >20 years on the board of HY’s principal operating subsidiary (HYMH). Not independent under NYSE standards due to family ties (brother of Executive Chairman Alfred M. Rankin, Jr.). Attended at least 75% of Board/committee meetings in 2024 and attended the 2024 annual meeting in person .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NCAF Management, LLC | Manager (managing member of North Coast Angel Fund, LLC) | Prior to 2020–present | Venture investing oversight; early-stage focus |
| Sycamore Partners, LLC / NCAF Management II, LLC / North Coast Angel Fund II, LLC | Managing Member | Prior to 2020–present | Venture investing leadership |
| Hyster‑Yale Materials Handling, Inc. (HYMH) | Director | More than 20 years | Deep lift truck industry experience; Company knowledge |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TPA Stream Inc. | Chairman of the Board | Feb 2020–present | Healthcare/benefits tech oversight |
| Angel Capital Association | Director | May 2020–present | National angel ecosystem leadership |
Board Governance
- Committee assignments: Finance Committee member (not Chair) .
- Independence: Not independent under NYSE rules (family relationship) .
- Attendance: All directors met ≥75% attendance threshold in 2024; all attended 2024 annual meeting .
- Executive sessions: Independent directors met in executive session on Feb 13, 2024 .
- Controlled company context: HY may qualify as a “controlled company,” but Board has elected not to use governance exemptions; Audit, NCG, and Compensation Committees composed entirely of independent directors .
- NCG committee and family influence: NCG may consult with Rankin and Taplin families (including Alfred M. Rankin, Jr.) on Board composition (potential influence signal) .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 83,609 | Base director retainer and fees |
| Stock Awards | 139,078 | Mandatory/Voluntary Shares under Non‑Employee Directors’ Plan (fully vested; transfer restrictions apply to Mandatory) |
| All Other Compensation | 8,005 | Insurance premiums, charitable match |
| Total | 230,692 | 2024 director compensation total |
Director compensation structure:
- Annual retainer: $216,000, of which $145,000 paid in Mandatory Shares; $12,500 per committee membership; chair fees: $20,000 (Audit) and $15,000 (Compensation); other committee chairs $10,000 .
- Mandatory Shares fully vested at grant but subject to 10‑year transfer restrictions; fractional shares paid in cash; Voluntary Shares (in lieu of cash) immediately vested and not subject to transfer restrictions .
Performance Compensation
- Equity awards to directors are retainer‑linked, not performance‑metric based; Mandatory Shares feature a long transfer holding period to align interests (no options, no PSUs/RSUs metrics for directors disclosed) .
- Hedging/pledging: Hedging prohibited; pledging of non‑restricted shares allowed only with prior approval from HY’s General Counsel .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Family relationships | Brother of Executive Chairman Alfred M. Rankin, Jr.; broader family network includes son‑in‑laws and cousins serving as HY directors . |
| NCG influence | NCG Committee may consult Rankin/Taplin family members on Board composition . |
| Controlled voting power | Directors/executives as a group beneficially own ~94.36% of Class B and ~19.97% of Class A; combined voting power ~72.65% (control signal) . |
Expertise & Qualifications
- Venture capital/investments: Long‑standing leadership of North Coast Angel Fund entities and Sycamore Partners LLC/NCAF II .
- Industry familiarity: Extensive lift truck industry knowledge from >20 years on HYMH’s board; perspective of long‑term stockholder .
Equity Ownership
| Item | Detail |
|---|---|
| Class B beneficial ownership | 2,878,366 shares via family limited partnerships/trust structures (Rankin I, II, IV, V, VI); Claiborne may be deemed to beneficially own and share voting/disposition power; disclaims beneficial ownership beyond pecuniary interest . |
| % of Class B outstanding | Class B outstanding: 3,454,629; implied share percentage ≈ 83.35% (computed from cited totals) . |
| Pledged shares (RED FLAG) | As trustee of GSTs for his children, pledged 53,148 Class B shares in connection with multigenerational Rankin family estate planning . |
| Stockholders’ agreement | Class B holdings subject to a stockholders’ agreement governing voting/disposition across Rankin entities . |
| Director share restrictions | Mandatory director shares subject to 10‑year transfer restrictions; Voluntary Shares unrestricted; hedging prohibited; pledging non‑restricted shares requires prior approval . |
Governance Assessment
- Strengths: Deep industry and investor experience; Finance Committee involvement; Board maintains full independence on key committees despite controlled company status; directors meet attendance expectations .
- Concerns/RED FLAGS: Not independent due to close family ties; NCG’s explicit consultation with Rankin/Taplin families suggests influence over Board composition; significant family control via Class B structures; pledged Class B shares present alignment and liquidity risk signal in a controlled context .
- Compensation alignment: Director equity retainer (with 10‑year hold on Mandatory Shares) promotes long‑term orientation; absence of meeting fees and option awards limits short‑term incentives; overall 2024 mix tilted toward equity .
- Investor takeaway: Governance effectiveness relies on independent committee oversight and transparency; family control and pledging elevate monitoring needs around related‑party considerations and Board composition processes .