Dennis W. LaBarre
About Dennis W. LaBarre
Dennis W. LaBarre is 82 and has served as a director since 1982. A retired partner of Jones Day, he brings extensive experience advising boards and senior management on governance, compliance, and complex transactions, and served in senior management of a major international law firm for more than 30 years. He is currently a director of Hyster‑Yale and HBBHC, and the board describes him as independent under NYSE standards, with deep legal and business expertise and long institutional knowledge of the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Day (law firm) | Partner; member of senior management | More than 30 years in senior management | Counsel to boards and senior management on governance, compliance, international transactions; provides expansive legal/business perspective to NC’s Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hyster‑Yale | Director | From prior to 2020 to present | Current directorship disclosed in proxy biography |
| Hamilton Beach Brands Holding Company (HBBHC) | Director | From prior to 2020 to present | Current directorship disclosed in proxy biography |
| NNR Board of Directors | Director | Current | Each NC director also serves on NNR’s Board under parallel structure |
Board Governance
- Committee assignments (2024): Audit Review Committee (member), Compensation & Human Capital (CHC) Committee (member), Nominating & Corporate Governance (NCG) Committee (member), Executive Committee (member). He does not serve as chair of any committee .
- Independence: Board determined LaBarre is independent under NYSE and SEC standards .
- Attendance and engagement: Board held four meetings in 2024; all current directors attended more than 75% of Board and applicable committee meetings and attended the 2024 annual meeting .
- Executive sessions: Non‑management directors meet in executive session at least annually, typically after each regular Board meeting; independent directors also meet separately at least annually .
- Board leadership: Chairman and CEO roles are separated; there is no lead independent director, with CHC Committee chair presiding at non‑management director meetings .
| Committee | LaBarre Role | 2024 Meetings |
|---|---|---|
| Audit Review | Member | 6 |
| Compensation & Human Capital (CHC) | Member | 4 |
| Nominating & Corporate Governance (NCG) | Member | 5 |
| Executive | Member | 0 |
Fixed Compensation
- Non‑employee director retainer structure (paid quarterly):
- Annual Board Retainer: $175,000; $110,000 required in Class A Common shares; Chairman receives $250,000 ($150,000 in shares) .
- Annual Committee Retainers: $8,000 for Audit Review members; $5,000 for members of other committees (except Executive Committee at $0) .
- Committee Chair Retainers: $20,000 for Audit Review chair; $15,000 for CHC chair; $10,000 for other committee chairs (Executive Committee $0) .
- Perquisites: Company‑paid life insurance $50,000; accidental death and dismemberment insurance for director and spouse; personal excess liability insurance $10 million; matching charitable contributions up to $5,000 per year .
- 2024 Director Compensation (LaBarre):
- Directors are required to receive a portion of their retainer in restricted Class A shares (Mandatory Shares) and may elect additional shares (Voluntary Shares); awards are measured at grant‑date fair value per ASC 718 and are immediately vested .
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $98,010 |
| Stock Awards (Mandatory/Voluntary Shares, grant‑date fair value) | $104,299 |
| All Other Compensation | $5,424 |
| Total | $207,733 |
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance‑based director pay elements | None disclosed; equity for directors consists of retainer shares (Mandatory/Voluntary) that are immediately vested when granted |
| Equity award vesting | Director retainer shares are fully vested on grant; subject to transfer restrictions (generally a 10‑year holding period) |
| Transfer/holding requirements | Shares generally must be held for 10 years from the quarter earned, with limited early lapse events (death, disability, retirement conditions) |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Notes |
|---|---|---|
| Hyster‑Yale | LaBarre is director; A. M. Rankin Jr. has executive leadership roles and chairs Hyster‑Yale (various periods) | Potential information flow via shared governance networks; board recognizes independence determinations under NYSE/SEC |
| HBBHC | LaBarre is director; A. M. Rankin Jr. serves as Non‑Executive Chairman | Shared board service could create perceived interlocks; independence determinations maintained |
Expertise & Qualifications
- Legal and governance: Extensive experience advising public and private company boards and senior management on corporate governance, compliance, and strategic transactions .
- Senior leadership: More than 30 years in law firm senior management; provides broad legal/business perspective to the Board .
- Institutional knowledge: Many years of service on NC’s Board and its committees enhance oversight effectiveness .
Equity Ownership
| Security | Beneficially Owned | Percent of Class |
|---|---|---|
| Class A Common | 40,872 | <1.0% |
| Class B Common | 0 | — |
- Director equity mechanics: Non‑employee directors receive quarterly Mandatory Shares from retainers (and may elect Voluntary Shares). Shares are fully vested but generally subject to a 10‑year holding period, enhancing alignment; directors may also acquire additional shares within 60 days after March 5, 2025 via quarterly retainer share issuance mechanics (final quantities determined by formula on April 1, 2025) .
Governance Assessment
- Board effectiveness: LaBarre’s long tenure and deep legal/governance background contribute to committee work across Audit, CHC, and NCG, plus the Executive Committee, supporting oversight of financial reporting, compensation risk, and board independence; attendance thresholds were met in 2024 .
- Independence and controlled‑company context: Despite a concentrated Class B ownership structure, the Board reports not using controlled‑company NYSE exceptions and deems LaBarre independent; NCG oversees independence and potential conflicts .
- Incentive alignment: Director pay emphasizes equity with immediate vesting and stringent 10‑year transfer restrictions, plus modest committee retainers and standard perquisites—mechanics that encourage long‑term shareholding rather than short‑term performance incentives .
- RED FLAGS to monitor:
- Cross‑directorships: Shared boards with HBBHC and Hyster‑Yale involving A. M. Rankin Jr. create governance interlocks to watch for potential conflicts; however, independence determinations are affirmed by the Board .
- Lead independent director: Board does not assign a lead independent director; CHC chair presides at non‑management sessions, which may affect independent oversight dynamics in a controlled ownership environment .
- Shareholder sentiment: Executive say‑on‑pay support remains strong (approximately 94% approval in 2023), indicating broader investor confidence in compensation governance; while focused on NEOs, it reflects committee oversight consistency that includes LaBarre’s CHC participation .