NACCO Industries (NC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, with four main proposals: election of thirteen directors, approval of an amended non-employee directors' equity compensation plan, advisory vote on executive compensation, and ratification of Ernst & Young LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals and nominees.

• Voting rights are structured with Class A shares having one vote and Class B shares ten votes per share, voting as a single class.

Voting matters and shareholder proposals

• Proposal 1: Elect thirteen directors for one-year terms.

• Proposal 2: Approve amended and restated non-employee directors' equity compensation plan, increasing available shares to 200,000 and extending plan term to 2035.

• Proposal 3: Advisory vote to approve named executive officer compensation (say-on-pay).

• Proposal 4: Ratify Ernst & Young LLP as independent registered public accounting firm for 2025.

• Board recommends FOR all proposals; abstentions and broker non-votes generally do not affect outcomes.

Board of directors and corporate governance

• Board consists of thirteen directors, majority independent, with diverse backgrounds and expertise.

• Board committees (Audit, Compensation and Human Capital, Nominating and Corporate Governance, Executive) are all composed of independent directors.

• Chairman and CEO roles are separated; Non-Executive Chairman provides strategic oversight.

• Board evaluates governance practices annually and does not use NYSE controlled company exemptions.

• Directors are expected to attend all meetings; all attended more than 75% of meetings in 2024.