DEF 14A of Hamilton Beach Brands Holding Co
Filed Mar 28, 2025 · FY20240001193125-25-066225
Description of Committees
| • | periodically reviewing director compensation; and |
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS
Director Nominee Information
Director Nominee Information Our Board currently consists of thirteen members. The directors will hold office from election until the next annual meeting or until their successors are elected (or, if applicable, until their death, resignation, or removal). All of the nominees presently serve as our directors and were elected at our 2024 annual meeting of stockholders, with the exception of R. Scott Tidey, April L. Lane and Bela S. Mehta. Mr. Tidey was appointed by the Board as a director in connection with his appointment as Chief Executive Officer of the Company, effective October 1, 2024. Ms. Lane was recommended to our NCG Committee for appointment to the Board by an executive search firm that was retained by the NCG Committee, and was subsequently recommended by the NCG Committee to the Board. Ms. Lane was appointed by the Board as a director, effective November 20, 2024. Ms. Mehta was recommended to our NCG Committee for appointment to the Board by Mr. Furlow and Ms. Williams, and was subsequently recommended by the NCG Committee to the Board. Ms. Mehta was appointed by the Board as a director, effective November 20, 2024. On March 18, 2025, John P. Jumper, a director since 2017, informed the Board that he will not stand for re-election as a director of the Company at the Annual Meeting. In connection with Mr. Jumper’s decision to not stand for re-election the Board decreased the size of the Board to twelve members effective as of the Annual Meeting. During his tenure on the Board, Mr. Jumper has provided invaluable leadership. Mr. Jumper’s industry insights and experience in senior positions with multiple public companies has been vital to the Company’s success. We take this opportunity to thank Mr. Jumper for his many years of service, dedication and leadership and wish him continued success in the future. It is intended that shares represented by proxies in the enclosed form will be voted for the election of the nominees listed below unless contrary instructions are received. We have no reason to believe that any of the nominees will be unable to serve, if elected. If, however, an unexpected occurrence should make it necessary, in the judgment of the proxy holders, to substitute some other person for any of the nominees, shares represented by proxies will be voted for such other person as the proxy holders may select. The disclosure below provides biographical information about each director nominee. The disclosure presented is based upon information each director has given us about his or her age, all positions held, principal occupation and business experience for the past five years, and the names of other publicly held companies for which the nominee currently serves as director or has served as director during the past five years. We also highlighted certain notable qualifications and skills that led our Board to conclude that each should serve as a director. We believe that the nomination of each of our director nominees is in the best long-term interests of our stockholders, as each individual possesses the highest personal and professional ethics, integrity and values, and has the judgment, skill, independence and experience required to serve as a member of our Board. Each current director has also demonstrated a strong commitment of service to the Company.
Mark R. Belgya: Age 64; Director Since 2017
Mark R. Belgya: Age 64; Director Since 2017 Retired Vice Chair and Chief Financial Officer of The J. M. Smucker Company (food and beverage products manufacturer) since September 2020. From prior to 2020 to present, Director of the Fossil Group, Inc. As Vice Chair and Chief Financial Officer of The J. M. Smucker Company, Mr. Belgya was responsible for oversight of the Finance, Internal Audit, Investor Relations, Information Services, Corporate Operations and Supply Chain functions. As a result of his 35 years of experience with The J. M. Smucker Company, Mr. Belgya brings to our Board a comprehensive perspective for developing corporate strategies and managing risks of a major publicly traded corporation.
J.C. Butler, Jr.: Age 64; Director Since 2017
J.C. Butler, Jr.: Age 64; Director Since 2017 President and Chief Executive Officer of NACCO Industries, Inc. (“NACCO”) (a mining and natural resources company) since prior to 2020. President and Chief Executive Officer of NACCO Natural Resources Corporation (a wholly owned subsidiary of NACCO) since prior to 2020. Director of Hyster-Yale, Inc. (“Hyster-Yale”) since prior to 2020 and of NACCO since prior to 2020. Serves on the board of the National Mining Association and is a member of the Management Committee of the Lignite Energy Council. With over 20 years of service as a member of management at NACCO while we were its wholly owned subsidiary, Mr. Butler has extensive knowledge of our operations and strategies.
Paul D. Furlow: Age 55; Director Since 2019
Paul D. Furlow: Age 55; Director Since 2019 Co-Founder/Co-President of Dixon Midland Company (an alternative investment firm) since prior to 2020. With over 20 years of experience as the Co-President of a private equity investment firm and member of the Boards of Directors of several of the companies in which his firm holds investments, Mr. Furlow brings to the Board the unique perspective of a professional investor. In addition, Mr. Furlow’s experience as Co-President of an industrial lighting manufacturing company allows him to provide valuable insight to the Board on matters related to operations and strategic planning.
Dennis W. LaBarre: Age 82; Director Since 2017
Dennis W. LaBarre: Age 82; Director Since 2017 Retired Partner of Jones Day (a law firm). From prior to 2020 to present, Director of Hyster-Yale. From prior to 2020 to present, Director of NACCO. Mr. LaBarre is a lawyer with broad experience counseling boards and senior management of publicly traded and private corporations regarding corporate governance, compliance and other domestic and international business and transactional issues. In addition, he was a member of senior management of a major international law firm for more than 30 years. These experiences enable him to provide our Board with an expansive view of the legal and business issues pertinent to the Company, which is further enhanced by his extensive knowledge of us as a result of his many years of service on the NACCO Board and through his involvement with its committees.
April L. Lane: Age 44; Director Since 2024
April L. Lane: Age 44; Director Since 2024 Chief Merchandising Officer of Thrive Market (an online grocer) since April 2024. Chief E-Commerce Officer of Hearst Corporation (a media company) from February 2022 to April 2024. General Manager/Director, Sports and Outdoors at Amazon.com, Inc. (“Amazon”) (an e-commerce company) from June 2020 to January 2022. Director of Marketing and Product Management, Physical Stores at Amazon from prior to 2020 to June 2020. Ms. Lane brings to the Board strong consumer products and strategy experience, including extensive experience in leading large e-commerce businesses. Ms. Lane’s experience allows her to provide valuable insight to the Board, including on matters related to our e-commerce and marketing strategy.
Bela S. Mehta: Age 53; Director Since 2024
Bela S. Mehta: Age 53; Director Since 2024 Managing Partner of CITG Capital Partners (a private investment group) since prior to 2020. With over 20 years of experience as the Managing Partner of a private investment group, Ms. Mehta brings to the Board deep financial, operating and strategy experience.
Michael S. Miller: Age 73; Director Since 2017
Michael S. Miller: Age 73; Director Since 2017 Retired Managing Director of The Vanguard Group (“Vanguard”) (a registered investment advisor). From prior to 2020 through 2022, Director of Vanguard’s Irish-domiciled funds and management company. From prior to 2020 to present, Director of NACCO. From March 2021 to present, Board Trustee of Vanguard Charitable. Mr. Miller’s qualifications to serve on our Board include his experience in senior management of a major financial services and investment management company, his experience as a partner of a major law firm, and his service on the boards of many academic and civic institutions. Mr. Miller provides our Board with financial, legal, compliance/risk management and strategic planning expertise gained through his careers in finance and law and his service on the audit committees of Vanguard’s Irish-domiciled funds and management company and, prior to his retirement, various audit committees of Vanguard’s affiliated companies.
Alfred M. Rankin, Jr.: Age 83; Director Since 2017
Alfred M. Rankin, Jr.: Age 83; Director Since 2017 Non-Executive Chairman of the Company and its principal subsidiary, Hamilton Beach Brands, Inc. from prior to 2020 to present. Prior to 2020, Executive Chairman of the Company. From May 2023 to present, Executive Chairman of the Board of Directors of Hyster-Yale and Chairman of Hyster-Yale Materials Handling, Inc. From February 2021 to May 2023, Chairman and Chief Executive Officer of Hyster-Yale. From prior to 2020 to February 2021, Chairman, President and Chief Executive Officer of Hyster-Yale. From prior to 2020 to present, Non-Executive Chairman of NACCO and Non-Executive Chairman of NACCO’s principal subsidiary, NACCO Natural Resources Corporation. Prior to 2020, Chairman, President and Chief Executive Officer of NACCO. In over 50 years of service as a Director of NACCO, our former parent company, and as a Senior Manager at NACCO, Mr. A. Rankin has amassed extensive knowledge of all of our strategies and operations. In addition to his extensive knowledge of the Company, he also brings to our Board unique insights resulting from his service on the boards of other publicly traded corporations and the Federal Reserve Bank of Cleveland. Mr. A. Rankin is also the grandson of the founder of NACCO and additionally brings the perspective of a long-term stockholder to our Board.
Thomas T. Rankin: Age 78; Director Since 2017
Thomas T. Rankin: Age 78; Director Since 2017 Retired Owner and President of Cross Country Marketing (a private food brokerage firm). Mr. T. Rankin has also served, in recent years, as a Director of our principal subsidiary, Hamilton Beach Brands, Inc. Mr. T. Rankin is the grandson of the founder of NACCO Industries and brings the perspective of a long-term stockholder to our Board.
James A. Ratner: Age 80; Director Since 2017
James A. Ratner: Age 80; Director Since 2017 Partner of RMS Investment Group, LLC (a real estate investment company). Prior to 2020, Non-Executive Chairman of Forest City Realty Trust, Inc. and Executive Vice President of Forest City Realty Trust, Inc. Mr. Ratner’s experience as Chairman and in senior management of a major publicly traded company provides our Board with valuable insight into corporate governance and strategy.
R. Scott Tidey: Age 60; Director Since 2024
R. Scott Tidey: Age 60; Director Since 2024 Director, President and Chief Executive Officer of the Company and its principal subsidiary, Hamilton Beach Brands, Inc., since October 2024. President of the Company and Hamilton Beach Brands, Inc. from February 2024 to September 2024. Senior Vice President, Global Sales of the Hamilton Beach Brands, Inc. from January 2023 to February 2024. Senior Vice President, Consumer Sales and Marketing of Hamilton Beach Brands, Inc. from March 2021 to January 2023. Senior Vice President, North America Sales and Marketing of Hamilton Beach Brands, Inc. from prior to 2020 to March 2021. With over 15 years of service in senior management of the Company and its principal operating subsidiary, including as the President and Chief Executive Officer, Mr. Tidey has extensive knowledge of the operations and strategies of our businesses and our industry.
Clara R. Williams: Age 54; Director Since 2020
Clara R. Williams: Age 54; Director Since 2020 Founder and Chief Executive Officer of the Clara Williams Company (a jewelry design, manufacturing, marketing, and distribution company) since 2002. Director of the Company’s principal subsidiary, Hamilton Beach Brands, Inc., from prior to 2020 to present. Prior to founding the Clara Williams Company, Ms. Williams held senior level positions in sales, marketing and business development with several large technology companies. Ms. Williams has considerable knowledge of our operations and strategies as a result of her service as a director of the Company’s principal subsidiary. As a graduate of Harvard Business School, Ms. Williams’ extensive business experience allows her to provide our Board with valuable insight on matters related to our marketing, sales and operations strategies.
Director Compensation
Director Compensation The following table sets forth all compensation each director received for their 2024 service as a director of the Company and as a director of our principal subsidiary, other than R. Scott Tidey and Gregory H. Trepp. In addition to serving as directors during a portion of 2024, Mr. Tidey and Mr. Trepp also served as executive officers of the Company. Mr. Tidey and Mr. Trepp did not receive any compensation for service as a director. Their compensation for service as an executive officer is shown on the Summary Compensation Table.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
For Fiscal Year Ended December 31, 2024
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Mark R. Belgya | $83,038 | $111,728 | $4,095 | $198,861 | | J.C. Butler, Jr. | $75,038 | $111,728 | $6,442 | $193,208 | | Paul D. Furlow | $83,038 | $111,728 | $9,095 | $203,861 | | John P. Jumper | $83,038 | $111,728 | $6,442 | $201,208 | | Dennis W. LaBarre | $108,038 | $111,728 | $9,095 | $228,861 | | April L. Lane (4) | $8,000 | $9,012 | $— | $17,011 | | Bela S. Mehta (4) | $8,000 | $9,012 | $— | $17,011 | | Michael S. Miller | $103,038 | $111,728 | $6,442 | $221,208 | | Alfred M. Rankin, Jr. (5) | $120,027 | $152,381 | $501,442 | $773,850 | | Thomas T. Rankin | $65,038 | $111,728 | $4,095 | $180,861 | | James A. Ratner | $98,038 | $111,728 | $9,095 | $218,861 | | Clara R. Williams | $70,038 | $111,728 | $10,059 | $191,825 |
Additional Information Relating to the Director Compensation Table
Additional Information Relating to the Director Compensation Table The compensation program for non-employee directors is established by the Compensation and Human Capital Committee based on recommendations made by Korn Ferry, an independent compensation consultant. Korn Ferry performs an in-depth evaluation of our director compensation program on a triennial basis, which evaluation last occurred in August 2023, and performs interim reviews annually. Korn Ferry utilizes the National Association of Corporate Directors’ survey of director compensation, which survey contains data for 1,400 companies in 24 industries and focuses on small companies with $500 million to $1 billion in annual revenues. In connection with its review of our director compensation program, Korn Ferry also reviews the compensation structure for our Non-Executive Chairman, which includes an annual retainer of $250,000 to serve as the Non-Executive Chairman and $500,000 for consulting services that are in addition to the responsibilities of Non-Executive Chairman of the Board. Mr. Rankin has extensive executive management experience, including long-tenured service as a public company CEO, and provides valuable advice and insight regarding the Company’s development and implementation of its strategic priorities and risk management programs. Based on Korn Ferry’s most recent review of Mr. Rankin’s total compensation, the Compensation and Human Capital Committee has determined that Mr. Rankin’s compensation is reasonable for his duties and responsibilities and the services he provides and, therefore, made no change for 2024. Under the 2024 non-employee director compensation program, each non-employee director, except the Non-Executive Chairman of the Board, was entitled to receive the following compensation in 2024 for service on our Board and on our subsidiaries’ boards of directors:
Additional Information Relating to the Director Compensation Table
| Type of Compensation | Amount | | Annual Board Retainer: | $175,000 ($110,000 of which is required to be paid in transfer-restricted shares of Class A Common) | | Annual Committee Retainer: | $8,000 Audit Review Committee member; $5,000 for members of the other Board Committees except the Executive Committee; $0 for the Executive Committee | | Committee Chairman Retainer: | $20,000 Audit Review Committee Chairman; $15,000 Compensation and Human Capital Committee Chairman; $10,000 for Chairman of other Board Committees except the Executive Committee; $0 for the Executive Committee Chairman | | Annual Retainer for Service on a Subsidiary Board of Directors: | $20,000 ($0 for directors who also serve as a director of the Company) |
Additional Information Relating to the Director Compensation Table
As the Non-Executive Chairman of the Board, Mr. Alfred M. Rankin, Jr. was entitled to receive an annual retainer of $250,000 ($150,000 of which is required to be paid in transfer-restricted shares of Class A Common). Mr. Rankin was also entitled to receive $5,000 per committee for his service on the Charitable Contributions Committee and the Planning Advisory Committee, and $10,000 for his service as Chair of the Planning Advisory Committee. The retainers for all of the directors are paid quarterly in arrears. No meeting fees are paid, but each director is also reimbursed for expenses incurred as a result of attendance at meetings. Under the Non-Employee Directors Plan, each non-employee director receives shares of Class A Common that are subject to restrictions generally prohibiting transfer of such shares for a period of 10 years, with any fractional shares paid in cash. The number of shares of Class A Common issued to a director is determined by the following formula: the dollar value of the quarterly installment of the portion of the retainer that is required to be paid in transfer-restricted shares of Class A Common divided by the average closing price of shares of Class A Common on the NYSE at the end of each week during such quarter. These shares are fully vested on the date of issue, and the director is entitled to all rights of a stockholder, including the right to vote and receive dividends. As mentioned, however, the directors are generally required to hold the shares for a period of up to 10 years from the last day of the calendar quarter for which the shares were earned and, during that ten-year holding period, the shares cannot be assigned, pledged, hypothecated or otherwise transferred except by will or by laws of descent and distribution, in the event of divorce pursuant to a qualified domestic relations order or to a trust or partnership for the benefit of the director or his or her spouse, children or grandchildren. The transfer restrictions lapse earlier in the event of:
Additional Information Relating to the Director Compensation Table
| • | death, cessation of service due to permanent disability or five years from the date the director is no longer on the Board; |
Additional Information Relating to the Director Compensation Table
| • | the date that a director is both no longer a member of our Board and has reached age 70; or |
Additional Information Relating to the Director Compensation Table
| • | at such other time as determined by the Board in its sole discretion. |
Additional Information Relating to the Director Compensation Table
In addition, each director may elect to receive Class A Common in lieu of cash for up to 100% of the balance of the retainer. These Voluntary Shares are not subject to the foregoing restrictions. Under the Non-Employee Directors Plan, no director may receive more than 30,000 shares of Class A Common in any calendar year. No Voluntary Shares were granted to directors for 2024. Each director also receives (1) $50,000 in Company-paid life insurance; (2) Company-paid accidental death and dismemberment insurance for the director and spouse; (3) reimbursement of insurance premiums for personal excess liability insurance for specified directors; and (4) $5,000 in matching charitable contributions for participating directors.
Pay for Performance
| What We Do | What We Do NOT Do | | Equity compensation awards for NEOs generally must be held for 10 years (equity awards cannot be pledged, hedged, or transferred during this time) | We do not provide our NEOs with employment agreements | | We provide limited change-in-control protections for all employees that (1) accelerate the time of payment of previously vested incentive benefits and non-qualified retirement benefits and (2) provide for pro-rata target incentive payments for the year of any change-in-control | We do not provide our NEOs with individual change-in-control agreements | | We typically set our target compensation at the 50th percentile of our chosen compensation comparator group and deliver compensation above or below this level based on performance | We do not provide our NEOs with any minimum or guaranteed bonuses | | We use an independent compensation consultant | We do not take into account our long-term awards when determining retirement benefits | | We provide a modest level of perquisites to NEOs (paid in cash) that are determined based on market reasonableness | We do not have active defined benefit plans and only gave our NEOs credit for time worked under our frozen pension plan |
Compensation Consultant
Compensation Consultant The Compensation and Human Capital Committee receives assistance and advice from Korn Ferry, an internationally recognized compensation consulting firm. The Compensation and Human Capital Committee directly engaged Korn Ferry, and Korn Ferry reports to the Compensation and Human Capital Committee. Korn Ferry also provides advice to and discusses compensation issues directly with management. Korn Ferry makes recommendations regarding substantially all aspects of compensation for our directors and senior management employees, including the NEOs. Korn Ferry, however, does not design the Company’s compensation programs. For 2024, Korn Ferry was engaged, in general, to make recommendations regarding:
Compensation Consultant
| • | Director compensation levels; |
Compensation Consultant
| • | Salary midpoints, incentive compensation targets (calculated as a percentage of salary midpoint), and total target compensation for senior management positions; |
Compensation Consultant
| • | Salary point levels, salary midpoints, and incentive targets for new senior management positions and/or changes to current senior management positions; and |
Compensation Consultant
| • | Salary midpoints and/or range movement for all other employee positions. |
Compensation Consultant
All salary point recommendations are determined through consistent application of the Korn Ferry salary point methodology, which is a proprietary method that takes into account the know-how, problem solving and accountability requirements of the position. A Korn Ferry representative attended one of the Compensation and Human Capital Committee meetings in 2024 and, during that meeting, consulted with the Compensation and Human Capital Committee in executive session without management present. Korn Ferry also provided limited non-executive compensation consulting services to the Company in 2024. The Compensation and Human Capital Committee assessed the independence of Korn Ferry and considered all relevant factors, including the six factors set forth in Rule 10C-1(b)(4)(i)-(vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Korn Ferry. Based on this review, we are not aware of any conflict of interest that has been raised by Korn Ferry’s services. Korn Ferry’s General Industrials Survey — Salary Midpoint For 2024, Korn Ferry used its proprietary General Industrials Survey as the basis for recommendations concerning total target compensation for our senior management employees, including the NEOs. The General Industrials Survey contains data from a broad group of domestic industrial organizations, ranging in size from approximately $500 million to $1 billion in annual revenue, which reflects the Company’s size. We did not select the entities that comprise this Survey group, and the component entities’ identities were not a material factor in this analysis. The Compensation and Human Capital Committee chose this Survey as its comparative compensation information because it provides relevant information regarding compensation paid to employees with similar skill sets used in our industry and represents the talent pool from which we recruit. In addition, the use of a broad-based Survey reduces volatility and lessens the impact of cyclical upswings or downturns in any one industry that could otherwise skew the Survey results in any particular year. The Survey provides a competitive framework for recruiting employees from outside our industry. Using its proprietary salary midpoint methodology, Korn Ferry compares positions of similar scope and complexity with the data contained in the General Industrials Survey. Korn Ferry then derives a median salary level for each salary point level targeted at the 50th percentile of the General Industrials Survey (the “salary midpoint”). The Compensation and Human Capital Committee typically sets target compensation levels at the salary midpoint determined by Korn Ferry because it believes the use of salary midpoints (1) helps ensure our compensation program provides sufficient compensation to attract and retain talented executives and (2) maintains internal pay equity, without overcompensating our employees. Because salary midpoints are based on each salary point level, all employees at a particular salary point level generally have the same salary midpoint. The salary midpoint provided by Korn Ferry then is used to calculate the total target compensation of senior management, including the NEOs.
Compensation Policy, Objectives, and Methodology
| • | make management long-term stakeholders in the Company; |
Compensation Policy, Objectives, and Methodology
| • | short-term incentive target dollar amount (determined by multiplying the salary midpoint by a specified percentage of that midpoint, as determined by the Compensation and Human Capital Committee, with advice from Korn Ferry, for each salary grade); |
Compensation Policy, Objectives, and Methodology
| • | long-term incentive target dollar amount (determined in the same manner as the short-term incentive target); |
TOTAL TARGET COMPENSATION FOR 2024
| Named Executive Officers | (A) Salary Midpoint ($)(%) | | (B) Cash in Lieu of Perquisites ($)(%)(1) | | (C) Short-Term Plan Target ($)(%) | | (D) Long-Term Plan Target ($)(%)(2) | | (A)+ (B)+(C)+(D) Target Total Compensation ($) | | R. Scott Tidey (3) | $883,100 | 26.5% | $23,742 | 0.7% | $794,790 | 23.9% | $1,624,904 | 48.8% | $3,326,536 | | Sally M. Cunningham | $406,900 | 44.9% | $15,996 | 1.8% | $203,450 | 22.4% | $280,761 | 31.0% | $907,107 | | Gregory H. Trepp | $883,100 | 26.5% | $34,992 | 1.0% | $794,790 | 23.8% | $1,624,904 | 48.7% | $3,337,786 | | Lawrence K. Workman, Jr. | $406,900 | 44.9% | $15,996 | 1.8% | $203,450 | 22.4% | $280,761 | 31.0% | $907,107 |
TOTAL TARGET COMPENSATION FOR 2024
| (2) The amounts shown include a 15% increase from the Korn Ferry-recommended long-term incentive target award that the Compensation and Human Capital Committee applies to account for the immediately taxable nature of awards under the Hamilton Beach Brands Holding Company Executive Long-Term Equity Incentive Plan (“Long-Term Equity Plan”). |
TOTAL TARGET COMPENSATION FOR 2024
| (3) Mr. Tidey’s salary midpoint, Short-Term Plan target and Long-Term Equity Plan target were increased effective February 19, 2024, in connection with his promotion to President, and effective October 1, 2024, in connection with his promotion to Chief Executive Officer. The amounts shown above reflect the annualized post-October 1, 2024 amounts, but a blended amount was used to calculate Mr. Tidey’s actual |
TOTAL TARGET COMPENSATION FOR 2024
| payout amounts shown on the Summary Compensation Table. Mr. Tidey’s pre-promotion salary midpoint, Short-Term Plan target and Long-Term Equity Plan target (including the 15% increase) were $543,400, $298,870, and $468,683, respectively, from January 1, 2024 to February 18, 2024, and $679,000, $475,300, and $897,978, respectively, from February 19, 2024 to September 30, 2024. |
Incentive Compensation
| • | Targets Based on Long-Term Goals. Other performance targets are not based on the 2024 AOP. Rather, they are based on long-term goals established by the Compensation and Human Capital Committee. Because these targets are not based on the AOP, it is possible in any given year that the level of actual performance may be above or below the specified performance target for that year. The performance targets under the Long-Term Equity Plan are examples of targets that are based on long-term corporate objectives. These targets represent performance that the Compensation and Human Capital Committee believes the Company should deliver over the long-term, not the performance that is expected in the current year or the near term. |
Incentive Compensation
| • | For 2024, the maximum awards under the Short-Term Plan could not exceed 150% of the target award level (or $2,500,000 per participant per year). The dollar-denominated awards under the Long-Term Equity Plan could not exceed 150% of the target award level (or the greater of $12,000,000 and the fair market value of 500,000 shares of Class A Common, determined at the time of payment, per participant per year). |
Incentive Compensation
| • | Short-Term Plan awards are paid annually in cash. Long-Term Equity Plan awards are paid annually in a combination of cash and transfer-restricted shares of Class A Common. Shares issued to NEOs under the Long-Term Equity Plan are subject to a ten-year holding period to provide an incentive over the ten-year period to increase the value of the Company, which in turn increases the value of the stock awards. |
Short-Term Incentive Compensation
Short-Term Incentive Compensation Depending on the NEO’s position, the Short-Term Plan was designed to provide target short-term incentive compensation from 50% to 90% of each NEO’s 2024 salary midpoint. The following table shows the short-term target awards and payouts approved by the Compensation and Human Capital Committee for each NEO for 2024:
TARGET SHORT-TERM COMPENSATION FOR 2024
TARGET SHORT-TERM COMPENSATION FOR 2024
TARGET SHORT-TERM COMPENSATION FOR 2024
| Named Executive Officer | (A) 2024 Salary Midpoint | (B) Short- Term Plan Target as a % of Salary Midpoint | (C) = (A) x (B) Short-Term Plan Target ($) | (D) Short- Term Plan Payout as % of Target (%) | (E)= (C) x (D) Short-Term Plan Payout ($) | | R. Scott Tidey (1) | $883,100 | 90% | $794,790 | 121.1% | $962,491 | | Sally M. Cunningham | $406,900 | 50% | $203,450 | 121.1% | $246,378 | | Gregory H. Trepp | $883,100 | 90% | $794,790 | 121.1% | $962,491 | | Lawrence K. Workman, Jr. (2) | $406,900 | 50% | $203,450 | — | — |
TARGET SHORT-TERM COMPENSATION FOR 2024
| (1) Mr. Tidey’s salary midpoint and Short-Term Plan target were increased effective February 19, 2024, in connection with his promotion to President, and effective October 1, 2024, in connection with his promotion to Chief Executive Officer. The amounts shown above reflect the annualized post-October 1, 2024 promotion amounts, but a blended amount was used to calculate Mr. Tidey’s actual payout amount shown on the Summary Compensation Table. |
TARGET SHORT-TERM COMPENSATION FOR 2024
| (2) Mr. Workman ceased employment with the Company on November 21, 2024, and was not eligible for a 2024 award payout under the Short-Term Plan. |
TARGET SHORT-TERM COMPENSATION FOR 2024
The following table shows the performance criteria established by the Compensation and Human Capital Committee to determine the final incentive compensation payments for 2024 under the Short-Term Plan:
TARGET SHORT-TERM COMPENSATION FOR 2024
| Performance Criteria | (A) Weighting | Performance Target | Performance Result | (B) Achievement Percentage | (A) x (B) Payout Percentage | | Adjusted ROTCE (1) | 30% | 16.8% | 22.0% | 143.3% | 43.0% | | Adjusted Net Sales | 40% | $655,274,866 | $654,693,445 | 99.8% | 39.9% | | Adjusted Operating Profit (2) | 30% | $39,599,761 | $46,110,250 | 127.4% | 38.2% | | Final Payout Percentage (3) | | | | | 121.1% |
TARGET SHORT-TERM COMPENSATION FOR 2024
| (1) ROTCE is defined in the Short-Term Plan as (a) Earnings Before Interest After-Tax after adjustments divided by (b) Average Total Capital Employed after adjustments. Earnings Before Interest After-Tax is the sum of net income from continuing operations plus after-tax net interest expense. Average Total Capital Employed is equal to (x) the sum of Average Debt and Average Stockholders’ Equity less (y) Average Cash. Average Debt, Average Stockholders’ Equity and Average Cash are calculated taking the sum of the balance at the start of the year and the balance at the end of each of the next twelve months divided by thirteen. The following amounts show the adjusted 2024 ROTCE for purposes of determining 2024 Short-Term Plan payouts: |
TARGET SHORT-TERM COMPENSATION FOR 2024
| | (Amounts in thousands) | | 2024 Net Income from Continuing Operations | $30,759 | | Plus: 2024 Adjustments to Net Income from Continuing Operations | $3,421 | | Plus: 2024 Interest Expense, Net | $858 | | Less: Income Taxes on 2024 Interest Expense | ($214) | | Adjusted Earnings Before Interest After-Tax | $34,823 | | 2024 Average Stockholders’ Equity | $154,121 | | Plus: 2024 Average Debt | $50,000 | | Less: 2024 Average Cash | ($48,718) | | Plus: Adjustments to Average Total Capital Employed | $2,743 | | Adjusted Average Total Capital Employed | $158,146 | | Adjusted ROTCE | 22.0% |
TARGET SHORT-TERM COMPENSATION FOR 2024
Adjustments to Earnings Before Interest After-Tax and Average Total Capital Employed are for non-recurring or special items established by the Compensation and Human Capital Committee at the time the Adjusted ROTCE target was set. Adjustments related to the after-tax impact of certain items as compared to the amounts included in the AOP are made, if applicable, including:
TARGET SHORT-TERM COMPENSATION FOR 2024
| • | tangible or intangible asset impairments; |
TARGET SHORT-TERM COMPENSATION FOR 2024
| • | restructuring costs including reduction in force and impacts from acquisition or disposition of a business; |
TARGET SHORT-TERM COMPENSATION FOR 2024
| • | loss related to, and investment in, a subsidiary accounted for as discontinued operations, held for sale, or in bankruptcy, liquidation or a similar process; |
TARGET SHORT-TERM COMPENSATION FOR 2024
| • | certain patent infringement and other litigation and settlement costs; |
TARGET SHORT-TERM COMPENSATION FOR 2024
| • | environmental expenses, asset retirement obligations, and early lease termination expenses; |
TARGET SHORT-TERM COMPENSATION FOR 2024
| • | costs relating to valuation allowances against deferred tax assets; |
TARGET SHORT-TERM COMPENSATION FOR 2024
| • | costs associated with the pension plan termination, including any non-cash settlement charges; and |
TARGET SHORT-TERM COMPENSATION FOR 2024
| • | costs relating to changes in laws and regulations. |
TARGET SHORT-TERM COMPENSATION FOR 2024
When evaluating the actual performance results for 2024, the Compensation and Human Capital Committee determined that a further adjustment should be made in the calculation of Adjusted ROTCE to take into account a $4.4 million tax benefit for deducting certain historical foreign operating losses. That adjustment resulted in a decrease in the payout percentages from 123.1% to 121.1% under the Short-Term Plan and from 117.2% to 109.6% under the Long-Term Equity Plan, and the adjustment resulted in a corresponding decrease in the payouts for Mr. Tidey, Ms. Cunningham and Mr. Trepp of approximately $10,640, $4,069, and $15,896, respectively, for the Short-Term Plan and approximately $98,430, $27,008, and $156,308, respectively, for the Long-Term Equity Plan.
TARGET SHORT-TERM COMPENSATION FOR 2024
| (2) In calculating the final performance results, adjustments were made for various items, generally consistent with the adjustments listed in Note (1). |
TARGET SHORT-TERM COMPENSATION FOR 2024
| (3) Had Adjusted ROTCE not exceeded a specified target for the year, the final payout percentage would be reduced by up to 40% from the amount otherwise determined under the above formula. This feature acts as an additional control which reflects the Compensation and Human Capital Committee’s view that full incentive compensation payments should not be paid if the Company does not meet a minimum ROTCE threshold for the year. Because Adjusted ROTCE exceeded the specified target in 2024, no reduction occurred. |
Long-Term Incentive Compensation
Long-Term Incentive Compensation The purpose of our long-term incentive compensation program is to enable senior management employees, including NEOs, to accumulate capital through managerial performance, which the Compensation and Human Capital Committee believes contributes to the future success of our business. Our long-term incentive plans require a significant long-term commitment on the part of our senior management, and stock sales (under the Long-Term Equity Plan) generally are not permitted for a number of years. Rather, the awarded amount is effectively invested in the Company for an extended period which encourages executives to focus on our long-term profitability and strengthens the tie between stockholders’ and NEOs’ long-term interests. Those individual NEOs who have a greater impact on our long-term strategy receive a higher percentage of their compensation as long-term compensation. In general, the Compensation and Human Capital Committee does not consider an NEO’s long-term incentive award for prior periods when determining the value of a long-term incentive award for the current period because it considers those prior awards to represent compensation for past services. Long-Term Equity Plan. In 2024, all senior executives in the U.S., including our NEOs, participated in the Long-Term Equity Plan which provides awards in the form of 65% transfer-restricted Class A Common and 35% cash to approximate income tax withholding obligations. Class A Common is the only type of equity available under the Long-Term Equity Plan. The Company does not sponsor a plan that provides stock options or any other type of equity. Shares awarded to NEOs under the Long-Term Equity Plan generally may not be transferred for 10 years following the last day of the award year. During the holding period, the value of the awards is subject to change based on the value of the shares. In other words, the award’s value is enhanced as the value of the stock increases (or is reduced as the value of the stock decreases). As a result of annual grants under the Long-Term Equity Plan and the corresponding transfer restrictions, the number of shares an NEO holds increases each year and, consequently, our executives accumulate exposure to long-term Company performance, which strongly aligns the interests of NEOs with those of other stockholders. Target awards under the Long-Term Equity Plan are expressed initially as a dollar amount equal to a percentage of the participant’s salary midpoint based on the long-term incentive compensation targets for that salary point level recommended by Korn Ferry (increased by 15%) and adopted by the Compensation and Human Capital Committee. When paid, the full amount of the award, including the fair market value of the shares on the date of payment, is fully taxable to the participant. The actual number of shares issued to a participant is determined by taking the dollar value of the stock component of the award and dividing it by a formula share price. For this purpose, the formula share price is calculated as the lesser of:
Long-Term Incentive Compensation
| • | the average closing price of our Class A Common stock on the NYSE at the end of each week during the 2023 calendar year (or such other previous calendar year as determined by the Compensation and Human Capital Committee), which price was $11.843; or |
Long-Term Incentive Compensation
| • | the average closing price of our Class A Common stock on the NYSE at the end of each week during the 2024 award year, which price was $21.829. |
Long-Term Incentive Compensation
Participants have all the rights of a stockholder, including the right to vote, upon receipt of the shares. The participants also have the right to receive dividends that are declared and paid after they receive the award shares. The award shares issued are subject to transfer restrictions that generally lapse the earliest of: (1) 10 years after the last day of the performance period (for senior management other than NEOs, three, five or ten years depending on salary point level); (2) the participant’s death or permanent disability; or (3) three years from the date of retirement (or earlier with the approval of the Compensation and Human Capital Committee). The Compensation and Human Capital Committee has the right to release the restrictions at an earlier date, but rarely does so except in the case of the release of a limited number of shares for the payment of educational and medical expenses or home purchases, as permitted under the terms of the plan. No early release requests were requested by or granted to the NEOs in 2024. For 2024, the Long-Term Equity Plan was designed to provide target long-term incentive compensation between 60% and 160% of the NEO’s 2024 salary midpoint, depending on the NEO’s position. The table below shows the long-term target awards (including a 15% increase in the target percentages to reflect the immediately taxable nature of the equity awards) and payouts approved by the Compensation and Human Capital Committee for each NEO for 2024:
TARGET LONG-TERM COMPENSATION FOR 2024
TARGET LONG-TERM COMPENSATION FOR 2024
TARGET LONG-TERM COMPENSATION FOR 2024
| Named Executive Officer | (A) 2024 Salary Midpoint ($) | (B) Long-Term Plan Target as % of Salary Midpoint (1) | (C)= (A) x (B) Long-Term Plan Target ($)(1) | (D) Long- Term Plan Payout as (%) of Plan Target (2) | (E)= (C) x (D) Total Long-term Award ($) | (F) Shares Issued (#)(3) | (G) Grant Date Fair Value of Shares Awarded ($)(4) | (H) Fair Value of Long-term Plan Payout ($)(5) | | R. Scott Tidey (6) | $883,100 | 184.0% | $1,624,904 | 109.6% | $1,780,895 | 61,550 | $1,026,962 | $1,419,489 | | Sally M. Cunningham | $406,900 | 69.0% | $280,761 | 109.6% | $307,714 | 16,888 | $281,776 | $389,490 | | Gregory H. Trepp | $883,100 | 184.0% | $1,624,904 | 109.6% | $1,780,895 | 97,743 | $1,630,842 | $2,254,172 | | Lawrence K. Workman, Jr. (7) | $406,900 | 69.0% | $280,761 | — | — | — | — | — |
TARGET LONG-TERM COMPENSATION FOR 2024
| (1) The target percentages include a 15% increase in the target awards which will be granted to Long-Term Equity Plan participants to account for the immediately taxable nature of the equity awards. This is the amount that is used by the Compensation and Human Capital Committee when analyzing the total compensation of the NEOs. |
TARGET LONG-TERM COMPENSATION FOR 2024
| (2) Refer to the table below for detailed calculations of the 2024 payout percentage for the Long-Term Equity Plan. |
TARGET LONG-TERM COMPENSATION FOR 2024
| (3) Awards under the Long-Term Equity Plan are initially denominated in dollars. The amounts shown in columns (C) and (E) reflect the dollar-denominated target and actual awards. This is the amount that is used by the Compensation and Human Capital Committee when analyzing the total compensation of the NEOs. The dollar-denominated awards are then paid to the participants in a combination of cash (approximately 35%) and transfer-restricted shares (approximately 65%). The number of shares issued to a participant for an award and shown in Column (F) is determined by taking the dollar amount of the stock component of the award and dividing it by the formula share price of $11.843 (calculated as described above under “Long-Term Equity Plan”). Fractional shares are paid in cash. |
TARGET LONG-TERM COMPENSATION FOR 2024
| (4) Column (G) represents the grant date fair value of the shares awarded computed in accordance with FASB ASC Topic 718, which was $16.685 per share. |
TARGET LONG-TERM COMPENSATION FOR 2024
| (5) The amount shown in column (H) is the sum of (a) the cash distributed, and (b) the amount shown in Column (G). This is the same amount that is disclosed in the Summary Compensation Table. |
TARGET LONG-TERM COMPENSATION FOR 2024
| (6) Mr. Tidey’s salary midpoint and Long-Term Equity Plan target were increased effective February 19, 2024, in connection with his promotion to President, and effective October 1, 2024, in connection with his promotion to Chief Executive Officer. The amounts shown in columns (A), (B), (C), (D) and (E) above reflect the annualized post-October 1, 2024 promotion amounts, but a blended amount was used to calculate Mr. Tidey’s actual payout amount shown on the Summary Compensation Table. The amounts in columns (F), (G) and (H) reflect the actual, blended amounts. |
TARGET LONG-TERM COMPENSATION FOR 2024
| (7) Mr. Workman ceased employment with the Company on November 21, 2024, and was not eligible for a 2024 award payout under the Long-Term Equity Plan. |
TARGET LONG-TERM COMPENSATION FOR 2024
The following table shows the performance criteria established by the Compensation and Human Capital Committee to determine final incentive compensation payments for 2024 under the Long-Term Equity Plan:
TARGET LONG-TERM COMPENSATION FOR 2024
| Performance Criteria | (A) Weighting | Performance Target | Performance Result | (B) Achievement Percentage | (A) x (B) Payout Percentage | | Adjusted Net Sales (1) | 33% | — | — | 99.8% | 32.9% | | Adjusted ROTCE (1) | 33% | — | — | 125.0% | 41.3% | | Project Focus List (2) | 34% | 100.0% | 104.0% | 104.0% | 35.4% | | Final Payout Percentage (3) | | | | | 109.6% |
TARGET LONG-TERM COMPENSATION FOR 2024
| (1) In 2024, the Compensation and Human Capital Committee used three metrics under the Long-Term Equity Plan—Adjusted Net Sales, Adjusted ROTCE, and achievement versus a Project Focus List. The use of these metrics reflects our focus on effective use of capital and increasing profitability. We do not disclose the Adjusted Net Sales or Adjusted ROTCE targets or results because they would reveal competitively sensitive financial information to our competitors. The Compensation and Human Capital Committee believed the Company could meet both the Adjusted Net Sales target and Adjusted ROTCE target, which were established in such a manner that the Compensation and Human Capital Committee believed to be challenging but achievable with extensive effort by our employees. In calculating the final Adjusted ROTCE performance results, adjustments were made for various items consistent with the adjustments listed in Note (1) to the Short-Term Plan performance criteria table. |
TARGET LONG-TERM COMPENSATION FOR 2024
| (2) We do not disclose the Project Focus List targets or results due to their competitively sensitive nature. Among other items, they identify specific future projects, customers and strategic activities that enhance stockholder value over time. The Compensation and Human Capital Committee believed the Company could meet the Project Focus List targets, which were established in such a manner that the Compensation and Human Capital Committee believed to be challenging but achievable with extensive effort by our employees. The Board monitored progress throughout 2024 and the Compensation and Human Capital Committee completed a full year review of progress. For 2024, the Compensation and Human Capital Committee determined that the NEOs earned 104% of the Project Focus List target amounts based on a review of Company achievement against the Project Focus List elements. |
TARGET LONG-TERM COMPENSATION FOR 2024
| (3) Had Adjusted ROTCE not exceeded a specified target for the year, the final payout percentage would be reduced by up to 40% from the amount otherwise determined under the above formula. This feature acts as an additional control which reflects the Compensation and Human Capital Committee’s view that full incentive compensation payments should not be paid if the Company does not meet a minimum Adjusted ROTCE threshold for the year. Because Adjusted ROTCE exceeded the specified target in 2024, no reduction occurred. |
Other Compensation of Named Executive Officers
Other Compensation of Named Executive Officers Discretionary Transfer-Restricted Stock Awards. The Company also maintains the Hamilton Beach Brands Holding Company Supplemental Executive Long-Term Incentive Bonus Plan (“Supplemental Equity Plan”), which gives the Compensation and Human Capital Committee flexibility to award additional discretionary equity compensation. Supplemental Equity Plan awards generally may not be sold or transferred for 10 years. The Compensation and Human Capital Committee did not grant any awards under the Supplemental Equity Plan for services performed in 2024. Discretionary Cash Bonuses. The Compensation and Human Capital Committee has authority to grant, and from time to time has granted, discretionary cash bonuses to employees (including NEOs), in addition to the incentive compensation described above. The Compensation and Human Capital Committee uses discretionary cash bonuses to reward substantial achievement or superior service to the Company and/or its subsidiaries, particularly when such achievement or service is not reflected in the performance criteria established under the incentive plans. No discretionary cash bonuses were awarded to the NEOs for 2024 performance. Retirement Plans. The material terms of the various retirement plans are described below and in the footnotes to the Pension Benefit Table and the Nonqualified Deferred Compensation Table. Defined Benefit Plan. We no longer provide defined benefit pensions to employees, including the NEOs. The HBB Pension Plan was frozen to new participants and benefit accruals (other than interest credits required by law for frozen cash balance accounts) as of January 1, 1997, and was terminated effective September 30, 2022. In connection with the plan termination, substantially all plan liabilities were settled in 2024 through lump sum payouts to participants and the purchase of a group annuity contract from a third-party insurance company for participants who did not receive a lump sum payout. Prior to 1997, Mr. Tidey earned pension benefits under the HBB Pension Plan. Mr. Tidey is 100% vested in his pension benefits and may take distributions from the third-party insurance company any time after termination of employment. Ms. Cunningham, Mr. Trepp and Mr. Workman never participated in the HBB Pension Plan. Defined Contribution Plans. We provide all full-time employees (including, the NEOs) with defined contribution retirement benefits. Employer contributions are calculated under formulas designed to provide employees with competitive retirement income. In general, the NEOs and other executive officers receive the same retirement benefits as all other similarly situated employees. NEOs and other executive officers of the Company, however, receive their benefits under a combination of the tax-qualified HBB 401(k) and the non-qualified HBB Excess Plan. The HBB Excess Plan provides certain retirement benefits that would have been provided under the qualified plan, but that cannot be provided due to federal tax limits and IRS compliance testing rules. Our defined contribution plans provide the following three types of benefits: (1) employee deferrals of up to 25% of compensation; (2) “safe harbor” employer nonelective contributions equal to 3% of compensation; and (3) profit-sharing benefits. The compensation taken into account under our plans generally includes base salary, overtime and other similar items of compensation required to be reported on a Form W-2 but excludes most other forms of compensation including long-term incentive compensation and other bonus or discretionary payments. Short-term incentive payments and other annual bonuses are included solely for purposes of calculating profit-sharing benefits. The HBB 401(k) profit-sharing formula is based on a specified percentage of compensation that also takes into account the employee’s age and Company performance for the year. If the Company performs well, the amount of the profit-sharing contribution increases. As applied to the NEOs in 2024, the range of profit-sharing contributions attributable to all eligible compensation were: (1) between 4.4% and 13.2% for all of our NEOs; plus (2) 5.7% of eligible compensation in excess of the Social Security Wage Base for the year. HBB 401(k) profit sharing contributions are subject to a five-year graded vesting schedule and all of our NEOs (other than Ms. Cunningham) are 100% vested in their retirement benefits due to their tenure with the Company or their age. Participants have the right to invest their qualified plan account balances among various investment options offered through the HBB 401(k) plan trustee. The HBB 401(k) allows participants who are age 59-1/2 to request withdrawals, as permitted under the tax rules. Benefits otherwise are payable at any time following a termination of employment, and participants may elect various forms of payment including lump sum distributions and installments. Excess Benefit Plan. The HBB Excess Plan is an excess benefit plan that is exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). This means that the employer contributions the Company was unable to contribute to the HBB 401(k) plan on behalf of the NEOs due to tax code and other limitations were instead credited to each person’s accounts under the HBB Excess Plan, generally consisting of excess employer nonelective and other profit sharing contributions. Additionally, under the HBB Excess Plan:
Other Compensation of Named Executive Officers
| • | benefits under the retirement plans, incentive plans, and the HBB Excess Plan. |
Other Compensation of Named Executive Officers
There are no individual severance contracts with any continuing NEO. Upon termination of employment in certain circumstances and in accordance with the terms of the plans, the NEOs are only entitled to severance pay under broad-based severance pay plans that generally are available to all salaried employees that provide benefits for a stated period of time based on the length of service, with various maximum time periods. The Compensation and Human Capital Committee will consider the facts and circumstances of an NEO’s separation to determine whether any material severance payment that is in excess of the amount the NEO is otherwise entitled to receive under the broad-based severance plans is appropriate. Mr. Workman ceased employment with the Company on November 21, 2024, and received severance pay, as further described in the section entitled “Potential Payments Upon Termination/Change In Control” below. Limited Change in Control Benefits for All Employees. To advance the objective of attracting, retaining and motivating qualified management, the Compensation and Human Capital Committee believes it is appropriate to provide limited change in control protections to the NEOs and other employees. NEOs have the same protections as other senior management employees. In the event of a change in control, employees are provided the payment of a pro-rata target award under the current year’s incentive plans. Importantly, these change in control provisions are not employment agreements and do not guarantee employment for any period of time. In addition, no change in control payment will be “grossed up” for any excise tax imposed on an executive as a result of the receipt of payments upon a change in control.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
For Fiscal Year Ended December 31, 2024
| Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | R. Scott Tidey, President and Chief Executive Officer | 2024 | $676,064 | $1,026,962 | $1,036,765 | $16,487 | $196,934 | $2,953,212 | | | 2023 | $551,894 | $433,557 | $464,120 | $8,370 | $110,532 | $1,568,473 | | Sally M. Cunningham, Senior Vice President Chief Financial Officer and Treasurer (6) | 2024 | $415,996 | $281,776 | $354,092 | $5,226 | $87,467 | $1,144,557 | | | 2023 | $— | $— | $— | $— | $— | $— | | Gregory H. Trepp, Former Chief Executive Officer (7) | 2024 | $871,245 | $1,630,842 | $1,585,821 | $29,183 | $354,169 | $4,471,260 | | | 2023 | $859,923 | $1,501,966 | $1,360,317 | $20,256 | $230,997 | $3,973,459 | | Lawrence K. Workman, Jr., Former Senior Vice President, General Counsel and Secretary (8) | 2024 | $380,875 | $— | $— | $6,573 | $692,419 | $1,079,867 | | | 2023 | $396,234 | $205,370 | $252,867 | $3,843 | $67,854 | $926,169 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information concerning all awards granted to the NEOs for 2024 and estimated payouts under our incentive plans.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED
PENSION BENEFITS
PENSION BENEFITS
Nonqualified Deferred Compensation Benefits
Nonqualified Deferred Compensation Benefits Refer to the section above entitled “Other Compensation of Named Executive Officers—Excess Benefit Plan” for a detailed description of the HBB Excess Plan. The following table sets forth information concerning benefits earned by, and paid to, the NEOs under our HBB Excess Plan:
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION
Potential Payments Upon Termination/Change In Control
Potential Payments Upon Termination/Change In Control As previously discussed above in the section entitled “Limited Change in Control Benefits for All Employees,” the following change in control provisions apply to NEOs during their service: participants will receive a pro-rated target award for the year of the change in control under the incentive plans. A “change in control” for purposes of these plans generally consists of any of the following provided that the event otherwise qualifies as a change in control under the regulations issued pursuant to Code Section 409A:
Potential Payments Upon Termination/Change In Control
| • | an acquisition of more than 50% of the voting securities of the Company or the voting securities of the subsidiary (for those employees of that particular subsidiary) other than acquisitions directly from the Company or the subsidiary, as applicable involving: (1) any employee benefit plan; (2) the Company; (3) the applicable subsidiary or one of its affiliates; or (4) the parties to the stockholders’ agreement discussed under the section entitled “Amount and Nature of Beneficial Ownership;” |
Potential Payments Upon Termination/Change In Control
| • | the members of the Company’s current Board (and their approved successors) ceasing to constitute a majority of the Company’s Board or, if applicable, the board of directors of a successor of the Company; |
Potential Payments Upon Termination/Change In Control
| • | for those plans that cover the employees of a subsidiary, the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the subsidiary and its affiliates, excluding a business combination pursuant to which the individuals and entities who |
Potential Payments Upon Termination/Change In Control
| beneficially owned, directly or indirectly, more than 50% of the combined voting power of the applicable entity immediately prior to such business combination continue to hold at least 50% of the voting securities of the successor; and |
Potential Payments Upon Termination/Change In Control
| • | for all plans, the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation, or other transaction involving the Company excluding, however, a business combination pursuant to which both of the following apply: (1) the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of the Company immediately prior to such business combination continue to hold at least 50% of the voting securities of the successor; and (2) at the time of the execution of the initial agreement, or of the action of the Board providing such business combination, at least a majority of the members of the Board were incumbent directors. |
Potential Payments Upon Termination/Change In Control
For purposes of calculating the amount of any potential payments to the continuing NEOs under the table provided below, we assumed that a change in control occurred on December 31, 2024. We believe that the remaining assumptions listed below, which are necessary to produce these estimates, are reasonable individually and in the aggregate. There can be no assurance, however, that a change in control would produce the same or similar results as those described if it occurs on any other date or if any assumption is not correct in fact. Since Mr. Workman ceased employment effective November 21, 2024, he has been excluded from these calculations, and the amounts actually received by Mr. Workman in connection with his termination of employment are provided in the section entitled “Departed NEOs” below.
POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL
CEO Pay Ratio
CEO Pay Ratio As a smaller reporting company, the Company is exempt from the requirement to disclose the ratio of our CEO’s annual total compensation to that of our median employee. We, nevertheless, have chosen to provide the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee (“Median Employee”) for 2024. For purposes of this year’s disclosure relating to 2024 pay, we did not repeat the process described below for selecting the new Median Employee because there has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact our pay ratio disclosure. As a result, under SEC rules, we are allowed to again use last year’s median employee for purposes of this year’s pay ratio calculation and disclosure. We used the process described below to select a median employee for 2023 in connection with our proxy statement filed in 2024. We chose December 31, 2023 as the date for identifying the Median Employee (“Determination Date”) and used taxable wages as our consistently applied compensation measure. We reviewed total compensation for the period beginning January 1, 2023 and ended December 31, 2023. Our analysis included 733 individuals employed on the Determination Date by the Company and its subsidiaries, excluding our then-current CEO, Mr. Trepp, in full-time, part-time, and seasonal roles (including individuals working outside of the United States). We did not make any assumptions, adjustments, or estimates with respect to total taxable compensation and did not annualize compensation for any of the employees who were not employed for all of 2023. Notwithstanding this, our disclosure is a reasonable estimate that involves a degree of imprecision although we calculated it in a manner consistent with Item 402(u) of Regulation S-K. We calculated annual total compensation for 2024 for the Median Employee (a Hamilton Beach Brands, Inc. employee) using the same methodology we use for our NEOs as set forth in the 2024 Summary Compensation Table. The Median Employee’s annual total compensation was $66,447. Mr. Tidey was serving as our President and CEO on December 31, 2024, and this year’s pay ratio calculation and disclosure is based on his compensation. For this purpose, we annualized Mr. Tidey’s 2024 compensation based on his promotion to President and CEO during 2024 to reflect an approximation of the compensation he would have reasonably received had he served as CEO for the entire year. Specifically, we annualized his base salary, Short-Term Plan payment and Long-Term Equity Plan award as if he had served as CEO for the entire year. We did not annualize the other elements of his compensation such as his non-qualified deferred compensation earnings and all other compensation amounts. This annualization increased Mr. Tidey’s 2024 compensation by $778,595 from the $2,953,212 amount reported for him for 2024 in the Summary Compensation Table above, resulting in an annualized CEO compensation amount of $3,731,807. Based on this, our estimate of the ratio of CEO compensation to the compensation of our Median Employee for 2024 was approximately 56 to 1.
Pay Versus Performance
Pay Versus Performance As required by the SEC’s pay versus performance rules (“PVP Rules”), the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2024 for this Proxy Statement’s named executive officers, as well as compensation for 2022 and 2023 for our named executive officers from our 2023 and 2024 Proxy Statements (each of 2022, 2023 and 2024, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs”. The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:
Pay Versus Performance
| • | The information in columns (b) and (d) of the PVP Table comes directly from the 2022, 2023 and 2024 Summary Compensation Tables, without adjustment; |
Pay Versus Performance
| • | As required by the SEC’s PVP Rules, we describe the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts, however, may not necessarily reflect the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years, respectively; and |
Pay Versus Performance
| • | As required by the SEC’s PVP Rules, we provide information in the PVP Table below about our cumulative absolute total shareholder return (“TSR”) results and our U.S. GAAP net income results (the “External Measures”) during the Covered Years. We did not, however, actually base any compensation decisions for the PVP NEOs on, or link any PVP NEO pay to, these particular External Measures because the External Measures were not metrics used in our short-term or long-term incentive plans during the Covered Years. As a result, we did not design our PVP NEO compensation to move in tandem with improving, declining or steady achievement in these External Measures. |
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| PAY VERSUS PERFORMANCE | | | | | | | | | | Year (a) | Summary Compensation Table Total for PEO Trepp (b)(1) | Summary Compensation Table Total for PEO Tidey (b)(1) | Compensation Actually Paid to PEO Trepp (c)(1)(2)(3) | Compensation Actually Paid to PEO Tidey (c)(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d)(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(1)(2)(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (f)(4) | Net Income (g) | | 2024 | $4,471,260 | $2,953,212 | $4,471,260 | $2,953,212 | $1,112,212 | $1,112,212 | $126.29 | $30,759,000 | | 2023 | $3,973,459 | N/A | $3,973,459 | N/A | $1,247,321 | $1,247,321 | $127.72 | $25,242,000 | | 2022 | $2,709,759 | N/A | $2,709,759 | N/A | $961,152 | $961,152 | $89.17 | $25,267,000 |
Pay Versus Performance Table
| (1) R. Scott Tidey was our principal executive officer (“PEO”) for a portion of 2024 beginning October 1, 2024. Gregory H. Trepp was our PEO for a portion of 2024 ending September 30, 2024 and for the full year for each of 2023 and 2022. For 2024, our non-PEO PVP NEOs were Sally M. Cunningham and Lawrence K. Workman, Jr. For 2023, our non-PEO PVP NEOs were R. Scott Tidey and Lawrence K. Workman, Jr. For 2022, our non-PEO PVP NEOs were Michelle O. Mosier and R. Scott Tidey. |
Pay Versus Performance Table
| (2) For 2024, in determining both the CAP to our PEOs and the average CAP to our non-PEO PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) for such Covered Year the following amounts: |
Pay Versus Performance Table
| Item and Value Added (Deducted) | 2024 ($) | | | For Gregory H. Trepp: | | | | - Summary Compensation Table (“SCT”) “Stock Awards” column value | ($ | 1,630,842) | | - SCT “Option Awards” column value | | N/A | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | | N/A | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year | | N/A | | + vesting date fair value of equity awards granted and vested in Covered Year | | 1,630,842 | | +/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year that vested in Covered Year | | N/A | | - prior year-end fair value of equity awards granted prior to Covered Year that were forfeited in Covered Year | | N/A | | + includable dividends/earnings on equity awards during Covered Year | | N/A | | TOTAL ADDED (DEDUCTED): | | 0 |
Pay Versus Performance Table
| Item and Value Added (Deducted) | 2024 ($) | | | For R. Scott Tidey: | | | | - SCT “Stock Awards” column value | ($ | 1,026,962) | | - SCT “Option Awards” column value | | N/A | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | | N/A | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year | | N/A | | + vesting date fair value of equity awards granted and vested in Covered Year | | 1,026,962 | | +/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year that vested in Covered Year | | N/A | | - prior year-end fair value of equity awards granted prior to Covered Year that were forfeited in Covered Year | | N/A | | + includable dividends/earnings on equity awards during Covered Year | | N/A | | TOTAL ADDED (DEDUCTED): | | 0 |
Pay Versus Performance Table
| Item and Value Added (Deducted) | 2024 ($) | | | For Non-PEO Named Executive Officers (Average): | | | | - SCT “Stock Awards” column value | ($ | 140,888) | | - SCT “Option Awards” column value | | N/A | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | | N/A | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted prior to Covered Year | | N/A | | + vesting date fair value of equity awards granted and vested in Covered Year | | 140,888 | | +/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year that vested in Covered Year | | N/A | | - prior year-end fair value of equity awards granted prior to Covered Year that were forfeited in Covered Year | | N/A | | + includable dividends/earnings on equity awards during Covered Year | | N/A | | TOTAL ADDED (DEDUCTED): | | 0 |
Pay Versus Performance Table
| Please note that while similar adjustment information was provided in our 2024 proxy statement for the 2023 Covered Year and in our 2023 proxy statement for the 2022 Covered Year, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our shareholders’ understanding of the information reported in the PVP Table for 2024 or the relationships disclosures provided below. |
Pay Versus Performance Table
| (3) December 31 has been determined by us to represent the accounting grant date for awards granted to our PVP NEOs in each Covered Year under the Long-Term Equity Plan, which date is also the same date on which such awards are considered vested for purposes of the PVP Table. As a result, there is no difference between the fair value of those awards on the accounting grant date and the vesting date, and no change between SCT totals and CAP for our PVP NEOs. |
Pay Versus Performance Table
| (4) For each Covered Year, our total shareholder return was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, par value $0.01 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on Nasdaq Stock Market on December 31, 2021 through and including the last day of the Covered Year (each one-, two-, and three-year period, a “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2024, 2023 and 2022, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |