J.C. Butler, Jr.
About J.C. Butler, Jr.
J.C. Butler, Jr. (age 64) has served on Hyster-Yale, Inc.’s Board since 2012; he is President and CEO of NACCO Industries and its subsidiary NACCO Natural Resources Corporation, and serves on the boards of NACCO and Hamilton Beach Brands Holding Company (HBBHC) . The Board classifies him as not independent and discloses he is the son‑in‑law of Executive Chairman Alfred M. Rankin, Jr. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyster‑Yale Materials Handling, Inc. (HYMH – principal operating subsidiary) | Treasurer (prior role) | Not disclosed in proxy | 20+ years in senior management at former parent NACCO while HY was a wholly owned subsidiary, providing deep knowledge of HY operations and strategy |
| NACCO Industries, Inc. | Senior management roles leading to CEO | Over 20 years in senior management (exact dates not broken out) | Long-tenured operating and financial leadership experience relevant to HY |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NACCO Industries, Inc. | President & CEO; Director | Prior to 2020 – present | Public company leadership; governance interlock with HY family shareholders |
| NACCO Natural Resources Corporation (NNRC) | President & CEO | Prior to 2020 – present | Energy/mining operating expertise |
| Hamilton Beach Brands Holding Company (HBBHC) | Director | Prior to 2020 – present | Public company board service; family governance network |
| National Mining Association | Board member | Not disclosed | Sector advocacy; industry insights |
| Lignite Energy Council | Management Committee member | Not disclosed | Sector/operations perspective |
Board Governance
- Committee assignments: Chair, Finance Committee; Member, Planning Advisory Committee; Member, Executive Committee .
- Finance Committee (2024 meetings: 3) reviews financing and financial risk management and makes recommendations to the Board .
- Planning Advisory Committee (2024 meetings: 3) advises on operational matters and M&A ideas for full Board consideration .
- Executive Committee (2024 meetings: 0) acts between Board meetings; all members except Butler and A. Rankin are independent .
- Independence: Not independent (Board classification) .
- Attendance: In 2024, the Board held four meetings and all directors met the 75% attendance threshold for Board and committee meetings during their tenure; all directors attended the 2024 annual meeting in person .
- Executive sessions of independent directors: Held February 13, 2024 .
- Years of service on HY Board: Since 2012 .
Fixed Compensation
Director compensation structure
- 2024: Annual retainer $216,000 ($145,000 in Mandatory Shares), plus $12,500 per committee; additional chair retainers: $20,000 (Audit), $15,000 (Compensation), $10,000 for other committee chairs. Perquisites include $50,000 life insurance, AD&D, $10 million excess liability, and up to $5,000 matching gifts; retainers paid quarterly; Mandatory Shares fully vested but transfer‑restricted per plan terms .
- 2023 (for context): Annual retainer $208,000 ($140,000 in Mandatory Shares), meeting fees of $1,000 per Board/committee meeting, $7,000 per committee membership (ex‑Executive), $10,000 for most committee chairs and $15,000 for Audit chair; similar perquisites and holding/transfer restrictions .
Butler’s reported director pay (HY)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2022 | $144,470 | $79,957 | $5,303 | $229,730 |
| 2023 | $105,158 | $164,308 | $5,303 | $274,769 |
| 2024 | $115,093 | $139,078 | $5,315 | $259,486 |
Notes: Mandatory and any Voluntary Shares are immediately vested when granted; no outstanding director equity awards at year end due to immediate vesting under the plan .
Performance Compensation
- HY director pay has no performance‑conditioned elements (no options/PSUs); equity is delivered as immediately vested Mandatory Shares (with transfer restrictions) and any elected Voluntary Shares .
- Transfer restrictions on Mandatory Shares lapse upon the earliest of: 10 years after the quarter earned; death/disability; five years post‑retirement; reaching age 70 and retired; or as otherwise determined by the Board .
Other Directorships & Interlocks
| Company | Role | Interlock/Context |
|---|---|---|
| NACCO Industries, Inc. | CEO; Director | HY’s Executive Chairman (A. Rankin) is also Non‑Executive Chairman of NACCO; family network holds substantial Class B at HY, creating cross‑company governance ties . |
| Hamilton Beach Brands Holding Company (HBBHC) | Director | A. Rankin serves as Non‑Executive Chairman of HBBHC; overlapping family leadership . |
- Family relationships: Butler is the son‑in‑law of HY Executive Chairman Alfred M. Rankin, Jr. .
Expertise & Qualifications
- Senior public company CEO with extensive operating and financial experience in mining/natural resources; prior Treasurer of HYMH; 20+ years in senior management at NACCO while HY was a subsidiary, providing deep familiarity with HY’s strategy, financing, and operations .
Equity Ownership
Beneficial ownership (Class A Common) as of March 1, 2025
| Measure | Amount |
|---|---|
| Sole voting/investment power | 82,207 shares |
| Shared voting/investment power | 523,796 shares |
| Aggregate amount | 606,003 shares |
| Percent of Class A | 4.25% |
Additional disclosures
- AMR Associates and Rankin family entities: Butler may be deemed part of a group via his spouse’s partnership interests in AMR Associates; table includes 546,237 Class A shares held by family members, trusts, and AMR Associates; Butler disclaims beneficial ownership beyond his pecuniary interest .
- Pledging: Butler’s spouse, as trustee of a GST trust established for her benefit, pledged 104,233 Class A shares in connection with multigenerational Rankin family estate planning. For Class B, Butler may be deemed to share beneficial ownership across Rankin partnerships totaling 3,152,172 shares; Butler’s spouse’s GST trust pledged 32,803 Class B shares .
- Company policy: Hedging is prohibited; pledging of non‑restricted Class A/B requires prior approval from the General Counsel .
- Ownership concentration: Directors/executives (including family group) collectively owned 19.97% of Class A and 94.36% of Class B, representing 72.65% of combined voting power as of March 1, 2025 .
Governance Assessment
Strengths
- Finance oversight: As Finance Committee Chair, Butler directly oversees financing and risk management strategies at HY/HYMH .
- Experience depth: CEO of a public company with prior HYMH treasury background supports board oversight on capital structure and risk .
- Board processes: Independent committees (Audit, NCG, Compensation) remain fully independent; HY may qualify as a “controlled company” but does not take NYSE governance exemptions .
- Attendance and engagement: Board met four times in 2024; all directors met the 75% meeting attendance threshold; executive session held February 13, 2024 .
- Clawbacks and risk controls (executive program): Robust clawback policies and long holding periods; say‑on‑pay for NEOs received >99% support in 2024, indicating broad shareholder confidence in compensation governance (informational context) .
Watch items and potential conflicts
- Not independent; familial tie to Executive Chairman (son‑in‑law) and participation on the Executive Committee alongside family members reduce perceived independence of board leadership influence .
- Control risk: Family group holds supermajority of Class B and majority combined voting power, potentially limiting minority shareholder influence on board composition and strategy .
- Pledging: Pledges by spouse’s GST trusts of Class A and Class B shares represent alignment/financing complexity and potential overhang; pledging is permitted with prior approval but is often viewed as a governance risk by investors .
- Related‑party safeguards: Audit Review Committee reviews related‑party transactions; any related director is recused—important given family cross‑holdings and interlocks .
Red flags
- Family relationship with Executive Chairman and non‑independent status, combined with Executive Committee membership .
- Share pledging by spouse’s trust (Class A: 104,233; Class B: 32,803) .
- High voting concentration among director/family group (72.65% combined voting power) .