Roger F. Rankin
About Roger F. Rankin
Roger F. Rankin, age 72, has served on NACCO Industries’ Board since 2020. He is self-employed (personal investments), has served as a director of NACCO Natural Resources Corporation (NNR, the Company’s principal subsidiary) for over ten years, and is the grandson of NACCO’s founder. He is the brother of NACCO’s Non-Executive Chairman, Alfred M. Rankin, Jr.; the Board does not classify him as an independent director. Attendance disclosure indicates all current directors (including Rankin) attended more than 75% of Board and applicable committee meetings in 2024, and all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamilton Beach Brands Holding Company (HBBHC) | Director | Through February 2020 | Public company board service concluded in 2020 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NACCO Natural Resources Corporation (NNR) | Director | >10 years | Parallel structure to NACCO Board; oversight at subsidiary level |
| Self-employed (personal investments) | Investor | Current | Ongoing role |
Board Governance
- Independence: Not listed among independent directors; family relationship to the Non-Executive Chairman (brother).
- Board/committee meetings: Board met 4 times in 2024; all current directors attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Non-management directors scheduled to meet at least annually (typically after each regular Board meeting); independent directors met May 15, 2024.
- Leadership: Separate Chair/CEO; no Lead Independent Director; CHC Chair presides over non-management sessions.
Committee memberships (2024):
| Committee | Member? |
|---|---|
| Audit Review | No |
| Compensation & Human Capital (CHC) | No |
| Nominating & Corporate Governance (NCG) | No |
| Executive | No |
Committee chairs (context):
- Audit Review: Chair – Robert S. Shapard; 6 meetings in 2024.
- CHC: Chair – Michael S. Miller; 4 meetings in 2024.
- NCG: Chair – Valerie Gentile Sachs; 5 meetings in 2024.
- Executive: Chair – Alfred M. Rankin, Jr.; 0 meetings in 2024.
Fixed Compensation
Director compensation structure (non-employee directors):
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $175,000 | $110,000 required to be paid in Class A Common; balance in cash unless voluntarily elected into shares |
| Chairman Retainer | $250,000 | $150,000 required in shares |
| Committee Membership Retainers | $8,000 (Audit); $5,000 (other committees except Executive) | Executive Committee $0 |
| Committee Chair Retainers | $20,000 (Audit Chair); $15,000 (CHC Chair); $10,000 (other chairs; Exec $0) | Paid quarterly in arrears |
| Equity holding requirement | Mandatory shares fully vested but generally subject to 10-year transfer restriction | Long holding period; exceptions for death/disability/retirement age thresholds; Board discretion |
2024 actual compensation for Roger F. Rankin:
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $65,010 |
| Stock Awards (aggregate grant date fair value) | $104,299 |
| All Other Compensation | $8,074 |
| Total | $177,383 |
Notes:
- Mandatory director equity is determined quarterly using the average Friday closing price; voluntary election can convert additional retainers/fees into unrestricted shares.
Performance Compensation
Directors do not receive performance-contingent awards. Equity is granted as retainers (mandatory and elective share components) with long holding periods; there are no disclosed performance metrics for non-employee director pay.
| Performance Metric | Weight | Target | Payout Formula |
|---|---|---|---|
| Not applicable for non-employee directors | — | — | No director performance metrics disclosed |
Other Directorships & Interlocks
| Company/Entity | Role | Dates | Notes/Interlocks |
|---|---|---|---|
| Hamilton Beach Brands Holding Company (public) | Director | Through Feb 2020 | Ended public board service in 2020 |
| Rankin Management, Inc. (general partner of Rankin Associates II, L.P.) | Director (board member) | Ongoing (as of filing) | RMI (board: Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin, Roger F. Rankin) is GP of a family limited partnership holding 338,295 Class A shares; potential related-party influence channel |
Expertise & Qualifications
- Long-tenured family shareholder perspective and knowledge of NACCO operations via >10 years on NNR’s board.
- Investment and capital allocation perspective as self-employed investor.
- No specific designation as an audit committee financial expert; no current committee assignments at NACCO.
Equity Ownership
Beneficial ownership of NACCO Class A Common (as of March 5, 2025):
| Measure | Shares | % of Class |
|---|---|---|
| Sole voting/investment power | 5,466 | — |
| Shared voting/investment power | 367,047 | — |
| Aggregate beneficial ownership | 372,513 | 6.35% |
Pledging and hedging:
- Hedging prohibited for directors; pledging not explicitly prohibited but requires prior approval by the General Counsel.
- Pledged shares associated with Roger F. Rankin (estate planning trusts): 4,382 Class A shares; 13,272 Class B shares.
Class B Common interests (family-controlled voting power):
- May be deemed to beneficially own, with shared power via family partnerships: 472,371 Class B shares (Rankin I) and 400,000 Class B shares (Rankin IV); subject to stockholders’ agreement; disclaimers of beneficial ownership beyond pecuniary interest.
Governance Assessment
Strengths and alignment
- Mandatory equity retainer with 10-year transfer restrictions aligns non-employee directors with long-term shareholder value; Roger’s 2024 compensation mix was predominantly equity ($104,299 stock vs. $65,010 cash).
- Board and committee attendance: all current directors attended >75% of meetings in 2024; all directors attended the 2024 annual meeting, indicating baseline engagement.
- Hedging banned for directors; related-person transactions reviewed by the Audit Review Committee under a documented process.
Risks and potential conflicts
- RED FLAG: Not independent (brother of the Non-Executive Chairman); family-controlled ownership characteristics, though NACCO states it does not rely on NYSE controlled-company exemptions.
- RED FLAG: Share pledging by Rankin family entities (including pledged Class A and Class B shares linked to Roger as trustee) introduces potential misalignment and forced-sale risk in adverse markets.
- RED FLAG: Membership on the board of Rankin Management, Inc. (general partner of a family LP that holds a significant NACCO stake) underscores concentrated family influence and a potential related-party exposure channel; however, related-party transactions are overseen via committee review.
- Governance structure: No Lead Independent Director; Chairman role held by a family member; independent directors meet separately, but concentrated family influence remains a consideration for investors.
Overall implication for investors
- Roger F. Rankin has material “skin in the game” (6.35% of Class A with long equity holding norms), but his non-independence, family control dynamics, and documented pledging warrant close monitoring, especially for votes involving related-person transactions, capital allocation, and board leadership structure.