nacco-20240410

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934


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NACCO INDUSTRIES, INC.

(Name of Registrant as Specified in its Charter)


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TABLE OF CONTENTS			PAGE

NOTICE OF ANNUAL MEETING

PROXY STATEMENT			1

PART I - CORPORATE GOVERNANCE INFORMATION			3
About NACCO			3
Corporate Responsibility			3
Code of Conduct			5
Leadership Development and Succession Planning			6
Hedging and Speculative Trading Policies and Limited Trading Windows			6
Board Composition			6
Board Leadership Structure and Risk Management			6
Directors' Meetings and Committees			7
Directors' Independence			9
Compensation Committee Interlocks and Insider Participation			10
Review and Approval of Related-Person Transactions			10
Communications With Directors			10
Audit Matters			11
PART II - EXECUTIVE COMPENSATION INFORMATION			12
Compensation Discussion and Analysis			12
Compensation and Human Capital Committee Report			25
Summary Compensation Table			26
Grants of Plan-Based Awards Table			28
Description of Material Factors Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table			28
Equity Compensation			28
Potential Payments Upon Termination/Change in Control			29
Nonqualified Deferred Compensation Benefits			30
Defined Benefit Pension Plans			31
CEO Pay Ratio			31
Pay vs. Performance			32
PART III - PROPOSALS TO BE VOTED ON AT THE 2024 ANNUAL MEETING			35
1. Election of Directors			35
2. Approval of Amendment to the Company's Restated Certificate of Incorporation			40
3. Advisory Vote to Approve the Company's Named Executive Officer Compensation			41
4. Ratification of the Appointment of Company's Independent Registered Public Accounting Firm			43
PART IV - OTHER IMPORTANT INFORMATION			44
Equity Compensation Plan Information			44
Beneficial Ownership of Class A Common and Class B Common			44
Delinquent Section 16(a) Reports			50
Submission of Stockholder Proposals			50
Solicitation of Proxies			50
Other Matters			51
APPENDIX A			A-1
FORM OF PROXY CARD

NACCO-IND-RGB_Main-Full-8537x1758-5921150 (1).jpg

5875 LANDERBROOK DRIVE, SUITE 220

CLEVELAND, OHIO 44124-4017

NOTICE OF ANNUAL MEETING

The Annual Meeting of stockholders (the "Annual Meeting") of NACCO Industries, Inc.® (the "Company") will be held on Wednesday, May 15, 2024 at 9:30 a.m., at 301 E. Main Street, Starkville, Mississippi, for the following purposes:

1.To elect thirteen Directors, each for a term of one year and until their respective successors are duly elected and qualified;

2.To approve an amendment to the Company's Restated Certificate of Incorporation to expand the exculpation provision to limit the liability of certain officers;

3.To approve, on an advisory basis, the Company's Named Executive Officer compensation;

4.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024; and

5.To transact such other business as may properly come before the meeting.

The Board of Directors has fixed the close of business on March 20, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof. The 2024 proxy statement and proxy card are being mailed to stockholders commencing on or about April 10, 2024.


John D. Neumann
Secretary

April 10, 2024

Your vote is very important. Whether or not you plan to attend the Annual Meeting in person, please promptly vote by telephone (1-800-652-8683) or over the Internet (www.investorvote.com/NC) or by completing and mailing the enclosed form of proxy. If you hold shares of both Class A Common Stock and Class B Common Stock, you only have to complete the single enclosed form of proxy or vote once via the Internet or telephone. A self-addressed envelope is enclosed and no postage is required if mailed in the United States. If you wish to attend the meeting and vote in person, you may do so.

The Company's Annual Report for the year ended December 31, 2023 is being mailed to stockholders with the 2024 Proxy Statement. The 2023 Annual Report contains financial and other information about the Company, but is not incorporated into the 2024 Proxy Statement and is not considered part of the proxy soliciting material. You should also note that other information contained on or accessible through our website other than this Proxy Statement is not incorporated by reference into this Proxy Statement and you should not consider that information to be part of this Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders To Be Held on May 15, 2024: The 2024 Proxy Statement and 2023 Annual Report are available, free of charge, at https://ir.nacco.com/overview by clicking on the "2024 Annual Meeting Materials" link.


Proposal	Description	Board Vote Recommendation	Page Reference for More Detail
1	Election of thirteen Director nominees named in this Proxy Statement	FOR	35
2	Approval of an amendment to the Company's Restated Certificate of Incorporation to expand the exculpation provision to limit liability of certain officers	FOR	40
3	Approval, on an advisory basis, of the Company's Named Executive Officer compensation	FOR	41
4	The ratification of the appointment of Ernst & Young LLP ("EY") as our independent registered public accounting firm for 2024	FOR	43
N/A	Any other matters properly brought before the Board	As recommended by the Board or, if no recommendation is given, in the proxy holders' own discretion	N/A


Our Core Principles
Respect for our people			We believe that everyone should be treated fairly, with dignity and respect, and we include this commitment in our Code of Corporate Conduct, onboarding materials, employee meetings and training.
Safe and Healthy Environment			We work to provide a safe and healthy environment for all employees, with an atmosphere conducive to open communication.
Training			We believe training is a critical component for employee well-being and growth. The training we offer ranges from equipment-specific task training and enhanced safety procedures to leadership and management training, ethics training and role specific training. Employees are encouraged to pursue continued professional development, skills training, and other educational opportunities. We offer company-wide training programs across all levels of management including an educational initiative under which identified employees participate in a program focused on management and leadership development, preparing our future leaders for the next steps in their careers. In addition, qualified employees are eligible to participate in a tuition reimbursement program to advance their formal education.
Benefits			We believe that healthy, safe and financially secure employees are likely to be happy employees as well. We provide a comprehensive and competitive benefits package that supports the physical and mental health and financial wellness of our employees. Some common features offered to our employees in 2023 included the following: ▪A highly competitive 401(k) plan in which 97% of all employees participate with an average deferral rate of 9.5%; ▪100% matching contribution up to 5% of compensation and a 6% profit-sharing contribution in the 401(k) plan for all full-time and part-time employees; ▪Medical, dental and vision benefits for employees, spouses and dependents; ▪Flexible spending accounts for both healthcare and dependent care; ▪Health savings accounts and health reimbursement accounts, both of which receive a company contribution; ▪Comprehensive wellness plan, including financial incentives for preventive care, monthly activity challenges and health-related training modules for all full-time and part-time employees; ▪Paid vacation and holidays; ▪Parental leave; ▪Short-term and long-term disability benefits; ▪Life and accidental death and dismemberment insurance benefits; and ▪An employee assistance program.


John S. Dalrymple, III			Matthew M. Rankin
John P. Jumper			Lori J. Robinson
Dennis W. LaBarre			Valerie Gentile Sachs
W. Paul McDonald			Robert S. Shapard
Michael S. Miller			Britton T. Taplin


	2022	2023
Audit Fees (1)	$2.3	$2.3
Audit-Related Fees (2)	$—	$—
Tax Fees (3)	$—	$—
All Other Fees (4)	$—	$—
Total	$2.3	$2.3


The NEOs for 2023 are:
J.C. Butler, Jr.	Carroll L. Dewing	John D. Neumann
President and CEO	Senior Vice President, Chief Operating Officer	Senior Vice President, General Counsel and Secretary


Good Compensation Governance Practiced by NACCO
•Align our executive compensation with corporate performance on both a short-term and a long-term basis.						•Set target compensation at the 50th percentile of our chosen benchmark.

•Establish target and maximum awards for our short-term and long-term incentive plans.						•Equity compensation awards for Directors and NEOs generally must be held for up to ten years.

•In 2023, approximately 70% of total NEO compensation was performance based.						•Conduct an annual risk assessment of our compensation program.

•Use an independent compensation consultant who does not perform any other work for the Company.						•Our CHC Committee is made up solely of independent directors and makes all NEO compensation decisions.

•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.						•Provide a modest level of perquisites for certain key executives, the majority of which are paid in cash, that are determined based on market data.


Controversial Compensation Governance NOT Practiced by NACCO
•Provide our NEOs any minimum or guaranteed bonuses.						•Provide uncapped award opportunities.

•Use total shareholder return (“TSR”) as a performance metric. In our experience, TSR captures fluctuations in stock price, rather than measuring the performance of our executive team in operating our business. Additionally,						•Provide active defined benefit plans for executives (we do not have any active defined benefit plans and gave our eligible NEO credit only for time actually worked under our frozen pension plans).
our stock is not heavily traded. Accordingly, we do not
consider fluctuations in our stock price to be indicative of our performance.						•Provide our NEOs with employment or severance agreements or individual change-in-control agreements.

•Provide any tax gross-ups except for service awards and certain relocation expenses.						•Permit stock awards to be hedged or transferred during the restriction period.

•Take into account our long-term awards when determining our retirement benefits.


93	%	NACCO again received strong support for our compensation program with approximately 93% of the votes cast approving our advisory vote on Named Executive Officer compensation at our 2023 Annual Meeting of Stockholders.
	Approval


We held a non-binding stockholder advisory vote at our 2023 Annual Meeting of Stockholders to approve the compensation of our NEOs, also known as “Say on Pay.” This stockholder resolution was approved by approximately 93% of the votes cast. This was the seventh consecutive year we received a say on pay result above 90%, which we believe demonstrates our stockholders’ satisfaction with the alignment of our NEOs' compensation with the Company's performance. Accordingly, we have not made significant changes to the compensation program for 2023 in response to this vote.


Excluding founding family shares from the vote:
89	%	If you exclude family shares from the vote, NACCO received strong support for our compensation program with approximately 89% of the remaining votes cast approving our advisory vote on Named Executive Officer compensation at our 2023 Annual Meeting of Stockholders.
	Approval


Named Executive Officer	(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 ($)
J.C. Butler, Jr.	$835,600	26%	$35,000	1%	$752,040	24%	$1,537,504	49%	$3,160,144
Carroll L. Dewing	$387,400	47%	$16,000	2%	$174,330	21%	$245,031	30%	$822,761
John D. Neumann	$365,600	48%	$16,000	2%	$164,520	22%	$210,220	28%	$756,340


Named Executive Officer	2023 Salary Midpoint ($)	2023 Base Salary and as a Percentage of Salary Midpoint ($) (%)		Salary Increase Compared to 2022 Base Salary (%)	Cash in Lieu of Perquisites ($)
J.C. Butler, Jr.	$835,600	$836,544	100%	5.7%	$35,000
Carroll L. Dewing	$387,400	$393,297	102%	4.3%	$16,000
John D. Neumann	$365,600	$386,604	106%	4.3%	$16,000


Named Executive Officer	(A) 2023 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 ($)
J.C. Butler, Jr.	$835,600	90%	$752,040	118.4%	$890,415
Carroll L. Dewing	$387,400	45%	$174,330	118.4%	$206,407
John D. Neumann	$365,600	45%	$164,520	118.4%	$194,792


Even removing the impact of shares owned by members of the founding family on the Say on Pay vote, we still have strong approval of our compensation program. This was the seventh consecutive year we received a say on pay result above 85%, which we believe demonstrates our non-family stockholders’ satisfaction with the alignment of our NEOs' compensation with the Company’s performance.


•Competitive pay levels: Total compensation is competitive with industry peers to attract and retain all employees, including our executives, with similar levels of experience, skills, education and responsibilities.						•Internal equity: Compensation takes into account the different levels of responsibilities, scope, risk, performance and future potential of our executives.

•Balance cash and equity: We balance the mix of cash and equity compensation to align compensation to both long- and short-term results of the Company.						•Align compensation with stockholder interests: The interests of our executive officers should be linked with those of our stockholders through the risks and rewards of the ownership of our Class A Common Stock.

•Pay for performance: A significant portion of the compensation of our executive officers should vary with business performance to reward the successful achievement of our growth objectives and drive the development of a successful and profitable business.						•Clearly communicate plans so that they are understood: We clearly communicate to our employees, and especially to our NEOs, their specific goals, targets, and objectives to help ensure our executives are focused on achieving the financial and operational results that the CHC Committee believes will best promote stockholder value.


Short-Term Plan Performance Criteria and Achievement
Performance Criteria	(A) Weighting	Performance Target	Cap on Performance Factor Achievement	Performance Result	(B) Achievement Percentage	(A) x (B) Payout Percentage
Consolidated Operating Profit	35%	$20,664,824	200%	$(534,485)	0%	0%
Project Focus List (1)	20%	—	125%	—	106.3%	21.3%
Special Project Award (2)	15%	—	N/A	—	431.9%	64.8%
Safety Incident Report Index (3)	15%	50% of National Average	150%	42.7%	107.3%	16.1%
MSHA/OSHA Violations (4)	5%	50% of National Average	150%	26.6%	123.4%	6.2%
Environmental Citations (5)	10%	Zero Citations per location	150%	—	100%	10.0%
Final Payout Percentage						118.4%


Named Executive Officer	(A) Salary Midpoint ($)	(B) Long-Term Plan Target as a % of Salary Midpoint ($) (1)	(C)= (A) x (B) Long-Term Plan Target ($)	(D) Long-Term Plan Payout as a% of Target (%)	(E)=(C) x (D) Cash-Denominated Long-Term Plan Payout ($) (2)	(F) Fair Market Value of Long-Term Plan Payout ($) (2)
J.C. Butler, Jr.	$835,600	184.0%	$1,537,504	140.8%	$2,164,806	$2,126,224
Carroll L. Dewing	$387,400	63.3%	$245,224	140.8%	$345,003	$338,854
John D. Neumann	$365,600	57.5%	$210,220	140.8%	$295,990	$290,715


The 2023 long-term incentive awards were tied to results in the following areas:
Corporate Financial Objectives						Strategic Objectives
•return on total capital employed ("ROTCE"), which measures the level of investment to achieve profit •operating profit, which measures business efficiency and profitability						•corporate or business unit-specific goals that contribute to the Company's long-term strategy to protect its existing business and grow and diversify


Long-Term Plan Performance Criteria and Achievement
Performance Criteria	(A) Weighting	Performance Target	Cap on Performance Factor Achievement	Performance Result	(B) Achievement Percentage	(A) x (B) Payout Percentage
Consolidated NACCO ROTCE	25%	5.2%	150.0%	0.2%	0%	0%
Consolidated Operating Profit	20%	$20,664,824	200.0%	$(534,485)	0%	0%
Project Focus List (1)	25%	—	125.0%	—	106.3%	26.6%
Special Project Award (2)	20%	—	N/A	—	431.9%	86.4%
Minerals Management Investment Award (3)	10%	—	N/A	—	277.6%	27.8%
Final Payout Percentage						140.8%


SUMMARY COMPENSATION TABLE For Year Ended December 31, 2023
Name and Principal Position	Year	Salary ($) (1)	Bonus ($) (2)	Stock Awards ($) (3)	Non-Equity Incentive Plan Compensation ($) (4)	Change in Pension Value (5) and Nonqualified Deferred Compensation Earnings ($) (6)	All Other Compensation ($) (7)	Total ($)
J.C. Butler, Jr.; President and CEO	2023	$871,544	$171,308	$1,368,515	$1,648,124	$18,737	$226,700	$4,304,928
	2022	$826,432	$149,223	$2,208,419	$1,921,918	$17,548	$215,890	$5,339,431
Carroll L. Dewing; Vice President, Operations	2023	$409,297	$265	$218,079	$327,182	$9,436	$121,141	$1,085,400
	2022	$393,083	$397	$354,273	$387,725	$7,422	$111,651	$1,254,551
John D. Neumann; Vice President, General Counsel and Secretary	2023	$402,604	$—	$187,101	$298,406	$8,158	$116,111	$1,012,380
	2022	$386,665	$—	$303,933	$354,399	$7,527	$106,421	$1,158,945


STOCK VESTED For Year Ended December 31, 2023
Named Executive Officer (1)	Number of Shares Acquired on Vesting (#) (2)	Value Realized on Vesting ($) (2)
J.C. Butler, Jr.	38,845	$1,329,664
Carroll L. Dewing	6,371	$218,079
John D. Neumann	5,466	$187,101


POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL
	Name	Estimated Total Value of Payments Based on Incentive Plan Award Targets in Year of Change in Control ($) (1)	Estimated Total Value of all Payments on Change in Control ($) (2)
	J.C. Butler, Jr.	$2,289,544	$2,289,544
	Carroll L. Dewing	$419,361	$419,361
	John D. Neumann	$374,740	$374,740


Name	Applicable Plan	Executive Contributions in 2023 ($) (1)	Employer Contributions in 2023 ($) (2)	Aggregate Earnings in 2023 ($) (2)	Aggregate Withdrawals/ Distributions in 2023 ($)	Aggregate Balance at December 31, 2023 ($) (3)
J.C. Butler, Jr.	NACoal Excess Plan	$61,008	$127,354	$26,394	$193,622	$214,756
Carroll L. Dewing	NACoal Excess Plan	$89,534	$58,848	$13,090	$147,538	$161,472
John D. Neumann	NACoal Excess Plan	$35,228	$55,347	$11,721	$106,165	$102,296


PAY VERSUS PERFORMANCE(1)
Year (a)	Summary Compensation Table (“SCT”) Total for PEO (1) (b)	Compensation Actually Paid to PEO (1)(2) (c)	Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1) (d)	Average Compensation Actually Paid to Non-PEO Named Executive Officers (1)(2) (e)	Value of Initial Fixed $100 Investment Based On Total Shareholder Return (TSR) (3) (f)	Net Income (4) (g)
2023	$4,304,928	$4,395,683	$1,048,890	$1,061,488	$149.52	$(39,587,000)
2022	$5,339,431	$5,306,512	$1,206,748	$1,201,842	$151.82	$74,158,000
2021	$4,135,014	$4,463,481	$1,009,515	$1,058,709	$142.23	$48,125,000


Item and Value Added (Deducted)			2023
For J.C. Butler, Jr.:
minus SCT “Stock Awards” column value			$(1,368,515)
plus year-end fair value of outstanding equity awards granted in Covered Year			$1,459,270
For Non-PEO Named Executive Officers (Average):
minus change in actuarial present value of pension benefits			$(838)
minus SCT “Stock Awards” column value			$(202,590)
plus year-end fair value of outstanding equity awards granted in Covered Year			$216,025



			J.C. Butler, Jr.: Age 63; Director Since 2017
			President and CEO of the Company from prior to 2019 to present. President and CEO of NNR from prior to 2019 to present. From prior to 2019 to present, Director of Hyster-Yale Materials Handling Group, Inc. ("Hyster-Yale") and of Hamilton Beach Brands Holding Company ("HBBHC"). Director of Midwest AgEnergy Group, a developer and operator of ethanol facilities in North Dakota, from prior to 2019 to 2022. Serves on the Board of the National Mining Association and is a member of the Management Committee of the Lignite Energy Council.

			With over 25 years of service in the Company's senior management, including as the President and Chief Executive of the Company and NNR, Mr. Butler has extensive knowledge of our operations and strategies.

			John S. Dalrymple, III: Age 75; Director Since 2017
			Self-employed (farm manager) from prior to 2019 to present. Former Governor of North Dakota.

			Mr. Dalrymple's experience as the manager of one of the largest agricultural farms in North Dakota and as the former chief executive of North Dakota enables him to provide our Board with significant insight with respect to leadership and management, as well as the political and regulatory landscape in North Dakota, where NNR has multiple operations.

			John P. Jumper: Age 79; Director Since 2012
			Retired Director and former Chairman and CEO of Leidos Holdings, Inc. ("Leidos") (an engineering and information technology company) and Retired Chief of Staff, United States Air Force. From prior to 2019 to present, Director of Hyster-Yale and HBBHC.

			Through his extensive military career, including as the highest-ranking officer in the U.S. Air Force, General Jumper developed valuable and proven leadership and management skills that make him a significant contributor to our Board. In addition, General Jumper's service on the boards of other publicly traded corporations and his experience as Chairman and CEO of two major publicly traded companies allow him to provide valuable insight to the Board on matters of corporate governance and executive compensation policies and practices. In addition, General Jumper brings extensive cybersecurity knowledge and expertise to our Board. His cybersecurity experience includes overseeing the creation of the first information warfare squadron in the U.S. Air Force during his tenure leading the U.S. Air Force and also serving as CEO of Leidos, which is a leading federal cybersecurity contractor for the U.S. Department of Defense, U.S. Department of Homeland Security and United States Intelligence Community including the National Security Agency.



			Dennis W. LaBarre: Age 81; Director Since 1982
			Retired Partner of Jones Day (a law firm). From prior to 2019 to present, Director of Hyster-Yale and HBBHC.

			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 our Board and through his involvement with its committees.

			W. Paul McDonald: Age 65; Director Since 2024
			Retired Vice President - Engineering of Pioneer Natural Resources Company (an oil and gas company).

			Mr. McDonald joined Pioneer Natural Resources Company in 1993 and served in various executive leadership roles until his retirement in 2019. Mr. McDonald has over thirty-five years of experience in the oil and gas industry and brings a depth of engineering and operational expertise in the oil and gas industry to the Board. In addition to his extensive oil and gas experience, Mr. McDonald brings valuable and proven leadership and management skills to our Board.

			Michael S. Miller: Age 72; Director Since 2016
			Retired Managing Director of The Vanguard Group (a registered investment advisor). From prior to 2019 to 2022, Director of Vanguard's Irish-domiciled funds and management company. From prior to 2019 to present, Director of HBBHC. 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 82; Director Since 1972
			Non-Executive Chairman of the Company and Non-Executive Chairman of NNR. Chairman, President and CEO of the Company until September 2017. From May 2023 to present, Executive Chairman of Hyster-Yale. From prior to 2019 to May 2023, Chairman and CEO of Hyster-Yale and Chairman of Hyster-Yale Group. From prior to 2019 to February 2021, President of Hyster-Yale. From January 2019 to present, Non-Executive Chairman of HBBHC, from September 2017 to December 2018, Executive Chairman of HBBHC and from prior to 2019 to present, Chairman of HBBHC’s principal subsidiary, Hamilton Beach Brands, Inc.

			In over 50 years of service to the Company as a Director and over 25 years in senior management, Mr. 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 insight resulting from his service on the boards of other publicly traded corporations and the Federal Reserve Bank of Cleveland. Additionally, through his dedicated service to many of Cleveland's cultural institutions, he provides a valuable link between our Board, the Company, and the community surrounding our corporate headquarters. Mr. Rankin is also the grandson of the founder of NACCO and additionally brings the perspective of a long-term taxable stockholder to our Board.

			Matthew M. Rankin: Age 51; Director Since 2017
			President and CEO of Carlisle Residential Properties (a real estate property management and development company) from prior to 2019 to present.

			Mr. M. Rankin's experience as the chief executive of a significant property management and development company allows him to provide valuable insight to the Board. Mr. M. Rankin is the great-grandson of the founder of the Company and brings the perspective of a long-term taxable stockholder to our Board.

			Roger F. Rankin: Age 71; Director Since 2020
			Self-employed (personal investments) from prior to 2019 to present. Mr. R. Rankin has also served as a Director of NNR from prior to 2019 to present and as a Director of HBBHC from prior to 2019 to February 2020.

			Mr. R. Rankin is the grandson of the founder of the Company and brings the perspective of a long-term taxable stockholder to our Board.



			Lori J. Robinson: Age 65; Director Since 2019
			Self-employed consultant, The Robinson Group, LLC. Retired General, United States Air Force. From 2019 to present, Director of Centene Corporation and Director of Korn Ferry. General Robinson also serves as a non-resident Senior Fellow at Harvard Kennedy School's Belfer Center for Science and International Affairs.

			After more than 37 years in the U.S. Air Force and retiring as the Commander of the North American Aerospace Defense Command (NORAD) and the United States Northern Command (USNORTHCOM), where she became the United States' first female combatant commander, General Robinson brings valuable and proven leadership and management skills to our Board.

			Valerie Gentile Sachs: Age 68; Director Since 2023
			Retired Vice President, General Counsel and Corporate Secretary of OM Group, Inc., a formerly publicly traded global developer and manufacturer of magnetic technologies, battery technologies and engineered specialty chemicals. From prior to 2019 to present, Director of CECO Environmental Corp.

			Ms. Sachs will bring a combination of legal expertise, extensive executive management and leadership experience to our Board. As the former General Counsel of three public companies, Ms. Sachs has developed expertise in the areas of corporate governance, compliance and executive compensation, which provides strong support and additional depth to our Board.

			Robert S. Shapard: Age 68; Director Since 2020
			Retired Chief Executive Officer of Oncor Electric Delivery. From prior to 2019 to present, Mr. Shapard has served as a Director of Oncor Electric Delivery and Leidos Holdings, Inc.

			Mr. Shapard's experience in senior management of a large electric utility company provides our Board with significant insight into operations, leadership and management, particularly with respect to the power generation industry.

			Britton T. Taplin: Age 67; Director Since 1992
			Self-employed (personal investments) from prior to 2019 to present. Mr. Taplin has also served as a Director of Hyster-Yale and Hamilton Beach Brands, Inc. from prior to 2019 to present.

			Mr. Taplin is the grandson of the founder of the Company and brings the perspective of a long-term taxable stockholder to our Board.


YOUR BOARD RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE DIRECTOR NOMINEES PRESENTED IN PROPOSAL 1.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
John S. Dalrymple, III	$86,187	$111,561	$7,701	$205,449
John P. Jumper	$93,055	$111,561	$7,701	$212,317
Dennis W. LaBarre	$98,055	$111,561	$5,424	$215,040
Michael S. Miller	$103,055	$111,561	$7,701	$222,317
Alfred M. Rankin, Jr. (4)	$125,035	$152,169	$255,424	$532,628
Matthew M. Rankin	$85,055	$111,561	$7,701	$204,317
Roger F. Rankin	$65,055	$111,561	$7,701	$184,317
Lori J. Robinson	$83,055	$111,561	$2,924	$197,540
Valerie Gentile Sachs	$134	$117,921	$4,198	$122,253
Robert S. Shapard	$93,055	$111,561	$2,602	$207,218
Britton T. Taplin	$65,055	$111,561	$2,424	$179,040


Type of Compensation			Amount
Annual Board Retainer:			$175,000 ($110,000 of which is required to be paid in shares of Class A Common) except that the Chairman receives an annual retainer of $250,000 ($150,000 of which is required to be paid in shares of Class A Common)
Annual Committee Retainer:			$8,000 Audit Review Committee member; $5,000 for members of other Board committees except the Executive Committee; and $0 for 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; and $0 for Executive Committee


YOUR BOARD AND AUDIT REVIEW COMMITTEE RECOMMEND THAT YOU VOTE "FOR" PROPOSAL 4 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.


Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))
Class A Shares:	(a)	(b)	(c)
Equity compensation plans approved by security holders	0	N/A	779,351
Equity compensation plans not approved by security holders	0	N/A	0
Total	0	N/A	779,351
Class B Shares:
Equity compensation plans approved by security holders	0	N/A	0
Equity compensation plans not approved by security holders	0	N/A	0
Total	0	N/A	0

SEC Form DEF 14A filed by NACCO Industries Inc.