Alfred M. Rankin, Jr.
About Alfred M. Rankin, Jr.
Alfred M. Rankin, Jr. is 83 and has served on NACCO Industries’ board since 1972. He is the Non-Executive Chairman of NACCO and its subsidiary NACCO Natural Resources Corporation; he previously served as Chairman, President and CEO of NACCO until September 2017. His credentials include executive leadership roles at Hyster-Yale and Hamilton Beach Brands Holding Company, and service with the Federal Reserve Bank of Cleveland, bringing deep governance and strategic expertise with over five decades of board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NACCO Industries, Inc. | Chairman, President & CEO; later Non-Executive Chairman | Chairman/CEO until Sep 2017; Non-Executive Chairman to present | Led transition from underground to surface mining; currently Board leadership and oversight |
| NACCO Natural Resources Corporation | Non-Executive Chairman | Current | Parallel board structure oversight with aligned strategy execution |
| Hyster-Yale (Hyster-Yale Materials Handling, Inc.) | Executive Chairman; formerly Chairman & CEO; President until Feb 2021 | Executive Chairman since May 2023; prior roles ongoing before 2023 | Strategic leadership; public company governance |
| Hamilton Beach Brands Holding Company | Non-Executive Chairman; formerly Executive Chairman (2017–2018); Chairman of principal subsidiary | Current; Executive Chairman Sept 2017–Dec 2018 | Consumer products oversight; related-party interlocks potential |
| Federal Reserve Bank of Cleveland | Board service (prior) | Not disclosed | Public policy and financial oversight experience |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Hyster-Yale | Executive Chairman | Since May 2023 |
| Hamilton Beach Brands Holding Company | Non-Executive Chairman | Current |
Board Governance
- Role/Leadership: Non-Executive Chairman; focuses Board on strategic goals, risk oversight, and information flow; provides long-term shareholder perspective .
- Committees: Chairs the Executive Committee; not a member of Audit Review, Compensation & Human Capital (CHC), or Nominating & Corporate Governance (NCG) committees. Committee meetings in 2024: Audit 6, CHC 4, NCG 5, Executive 0 .
- Independence: Not listed among independent directors; CHC, Audit, and NCG are composed entirely of independent directors .
- Attendance/Engagement: Board held 4 meetings in 2024; all directors attended >75% of Board and committee meetings; annual meeting attendance by all directors; executive sessions typically follow regular Board meetings with the Non-Executive Chairman presiding; independent directors also hold separate sessions (e.g., May 15, 2024) .
- Controlled Company Characteristics: Founding family descendants hold significant voting power via Class B shares; Board elects not to use NYSE “controlled company” exemptions (majority independent; independent committees) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Chairman Retainer | $250,000 | $150,000 required in Class A Common restricted shares; paid quarterly; 10-year holding period on mandatory shares |
| Committee Chair/Membership Fees | As applicable | Audit Chair $20,000; CHC Chair $15,000; other committee Chairs $10,000; Audit member $8,000; other committees $5,000; Executive Committee $0 |
| 2024 Fees Earned (Cash) | $115,032 | Includes cash retainer and committee fees; fractional share cash |
| 2024 Stock Awards (Grant-date FV) | $142,207 | Mandatory/voluntary director equity under plan; immediate vesting, 10-year transfer restrictions on mandatory shares |
| 2024 All Other Compensation | $205,424 | Includes $200,000 consulting fees plus director insurance and matching contributions as applicable |
| 2024 Total Director Compensation | $462,663 | Sum of components disclosed |
| Perquisites | Provided | Company-paid life insurance ($50,000), accidental death & dismemberment (director/spouse), $10M personal excess liability insurance (for most directors), matching charitable contributions up to $5,000/year; chartered aircraft may be available for meeting attendance |
- Consulting Arrangement: Separate from his Chairman role, NACCO pays Mr. Rankin $200,000 annually for consulting services; CHC Committee, advised by Korn Ferry, reviewed and deemed compensation reasonable given his experience and strategic contributions .
Performance Compensation
- No performance-based pay is disclosed for directors. Equity grants are retainer-linked, not metric-based; quarterly share issuance is formulaic based on average share price; mandatory shares carry long-term holding requirements (10 years) to align interests .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Hyster-Yale | Executive Chairman | Overlap with other NC directors serving on Hyster-Yale boards; potential network/interlock risk |
| Hamilton Beach Brands Holding Company | Non-Executive Chairman; Chair of principal subsidiary | Overlap with other NC directors; related-party exposure monitored via Audit Review Committee |
Expertise & Qualifications
- Extensive operational and strategic leadership in mining and diversified industrials; prior public company CEO; long-tenured engagement with NACCO’s evolution; community linkage through cultural institutions; descendant of company founder, contributing long-term shareholder viewpoint .
Equity Ownership
| Security | Beneficially Owned | Ownership Type | Percent of Class | Notes |
|---|---|---|---|---|
| Class A Common | 610,434 | 259,965 sole; 350,469 shared | 10.40% | Disclaims beneficial ownership of certain family/trust shares beyond pecuniary interest |
| Class B Common | 1,076,343 | Shared voting/investment via trusts/partnerships | 68.76% | Subject to stockholders’ agreement; disclaims beneficial ownership beyond pecuniary interest |
| Combined Voting Power (Directors & Execs group) | Class A: 1,907,659; Class B: 1,290,457 | Group total | 68.83% combined voting power | Substantial family control via Class B; related-party oversight processes in place |
- Hedging/Pledging: Company prohibits hedging by directors and officers; pledging of non-restricted shares is permitted only with prior approval of SVP, General Counsel & Secretary. Restricted shares issued for compensation are subject to transfer restrictions and generally may not be hedged or transferred during the holding period .
- Pledging Disclosures: Proxy notes pledging by certain Rankin family trusts and other family members; no specific pledging attributed to Alfred M. Rankin Jr. himself in the cited disclosures .
Governance Assessment
-
Strengths
- Separation of CEO and Chair roles; robust independent committee structure; majority independent board; regular executive and independent director sessions; full attendance commitments in 2024 .
- Director equity retainer with 10-year holding period enhances long-term alignment; broad disclosure of director compensation and plan governance; shareholder approval sought for plan amendments .
- Formal related-party transaction review by Audit Review Committee; clear insider trading and hedging prohibitions .
-
Risks and Red Flags
- Non-independence: Mr. Rankin is not listed as independent; he is Non-Executive Chairman and former CEO .
- Family control/interlocks: Significant family holdings of Class B Common confer outsized voting power; CEO is Mr. Rankin’s son-in-law; another director is his brother; overlapping directorships at affiliated companies (Hyster-Yale, HBBHC) may raise conflict-of-interest concerns despite oversight processes .
- Consulting arrangement: Additional $200,000 consulting fees to the Chairman alongside director retainer may be perceived as a conflict or governance risk; CHC reviewed and deemed reasonable, but investors may scrutinize scope and deliverables .
- No lead independent director; executive sessions often presided over by Non-Executive Chairman, potentially diluting independent oversight optics .
- Pledging allowed (with approval) for non-restricted shares; while restricted shares have strict transfer limits, permissive pledging policy can be viewed negatively by some governance frameworks .
Implications: While structures and policies aim to mitigate controlled company risks, investors should monitor related-party transactions, the scope of consulting arrangements, and board independence dynamics, especially given entrenched family control and interlocks .