Governance

Corporate Governance

Good corporate governance and long-term success are inextricably linked. A clear, well-thought-out approach to corporate governance allows our management team to focus on running the Company and doing what is right, with a long-term perspective. Our Board of Directors has long maintained strong governance practices designed to ensure accountability, fiscal responsibility and the highest levels of ethical conduct. Independence is an important component of our Board’s oversight, including the chairs of each of the key Board committees: Audit, Compensation, and Nominating and Corporate Governance.

Officers of NACCO Industries

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J.C. Butler, Jr., President and Chief Executive Officer – NACCO and The North American Coal Corporation

Mr. Butler is President and Chief Executive Officer of NACCO Industries, Inc. (NYSE:NC) and its wholly owned subsidiary The North American Coal Corporation. Mr. Butler has held his current NACCO position since October 2017 and his North American Coal position since July 2015.

Mr. Butler served as NACCO’s Senior Vice President – Finance, Treasurer and Chief Administrative Officer from September 2012 to September 2017, Vice President - Corporate Development and Treasurer from January 1997 to September 2012, and Manager of Corporate Development and Treasurer from May 1996 to January 1997. Mr. Butler joined NACCO as Manager of Corporate Development in May 1995.

At North American Coal, Mr. Butler served as Senior Vice President - Project Development, Administration and Mississippi Operations from July 2014 to June 2015 and Senior Vice President - Project Development and Administration from December 2009 to July 2014.

Prior to joining NACCO, Mr. Butler was an investment banker with McFarland Dewey & Co., a boutique investment banking firm specializing in mergers and acquisitions, from 1990 to 1995, and with Drexel Burnham Lambert from 1989 to 1990. Prior to his career in investment banking, Mr. Butler was an investment analyst in the Prudential Agricultural Realty Group, with shared responsibility for oversight of Prudential Insurance Company's investment in U.S. agricultural properties.

Mr. Butler received both a Bachelor of Science degree, with highest distinction, and a Master of Science degree in Agricultural Economics from Purdue University, and earned an MBA (Master of Business Administration) degree from Harvard Business School. Mr. Butler serves on the Board of Directors of NACCO Industries, Inc., Hyster-Yale Materials Handling, Inc. (NYSE:HY) and Hamilton Beach Brands (NYSE:HBB). Mr. Butler serves on the Board of the National Mining Association and is a member of the Management Committee of the Lignite Energy Council.

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Elizabeth I. Loveman, Vice President and Controller

Ms. Loveman joined NACCO Industries, Inc. in December 2012 as the Director of Financial Reporting and became Vice President and Controller in March 2014. She is responsible for financial reporting, internal control, and taxes for the company. Ms. Loveman was previously at NACCO from 1999 to 2005 as a senior financial reporting analyst. Prior to rejoining NACCO in 2012, Ms. Loveman worked at OM Group, Inc. as Manager of Financial Reporting from 2005 to 2012. Ms. Loveman also worked at Deloitte and Touche LLP as an auditor from 1995 to 1999.

Ms. Loveman received her Bachelor of Science in Business Administration from Cleveland State University in 1995 and is a Certified Public Accountant in the State of Ohio.

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Thomas A. Maxwell, Vice President - Financial Planning and Analysis and Treasurer

Mr. Maxwell is Vice President - Financial Planning and Analysis and Treasurer of NACCO Industries Inc. As of July 2022, Mr. Maxwell also began serving as the Vice President of Finance and Treasurer at our Mitigation Resources of North America business. Mr. Maxwell oversees planning and forecasting, charitable contributions, compensation and treasury activities for NACCO Industries, and has oversight of various corporate and administrative activities of NACCO and its subsidiaries. Mr. Maxwell joined NACCO Industries in 2005 and served in various supervisory finance and treasury positions, becoming a Vice President and Treasurer at NACCO in September 2017. Prior to joining NACCO Industries, Mr. Maxwell supervised accounting and financial reporting matters at STERIS Corporation and worked at several other publicly traded companies in various finance and accounting roles.

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John D. Neumann, Vice President, General Counsel and Secretary

Mr. Neumann joined NACCO subsidiary North American Coal in March 2009 as Assistant General Counsel and Assistant Secretary, and became Vice President, General Counsel and Secretary of North American Coal in January 2011. In September 2012, Mr. Neumann was named Vice President, General Counsel and Secretary of NACCO, with oversight responsibility for legal services provided to NACCO and its subsidiary companies. Prior to joining North American Coal, Mr. Neumann was a mergers and acquisitions attorney with the law firm of Jones Day in Cleveland, Ohio.

Mr. Neumann is a graduate of Grove City College in Pennsylvania and the Florida State University College of Law, where he was a member of The Florida State University Law Review. He is admitted to practice law in Ohio, Texas and Virginia.

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Matthew J. Dilluvio, Associate Counsel and Assistant Secretary

Mr. Dilluvio is Associate Counsel and Assistant Secretary of NACCO Industries, Inc. and it's subsidiary, The North American Coal Corporation. He joined NACCO and North American Coal in June 2019, and he advises on transactional matters, corporate governance matters and SEC reporting requirements. Prior to joining NACCO and North American Coal, Mr. Dilluvio was a finance associate in the Dallas office of Sidley Austin LLP.

Mr. Dilluvio is a graduate of Cornell University and Columbia Law School. He is admitted to practice law in Texas and New York.

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Sarah E. Fry, Associate General Counsel and Assistant Secretary

Ms. Fry is Associate General Counsel and Assistant Secretary of NACCO Industries, Inc. and its subsidiary, The North American Coal Corporation. She joined NACCO and North American Coal in May 2017. She oversees the compliance of the company’s executive compensation arrangements and employee benefits plans. Prior to joining North American Coal, Ms. Fry was in private practice and advised various companies on employee benefits plans and executive compensation matters.

Ms. Fry received a Bachelor of Science in Food and Resource Economics from the University of Florida, a Master of Business Administration from the University of South Florida, a Juris Doctor from American University, Washington College of Law, and a Master of Laws in Taxation, with a Certificate in Employee Benefits Law, from Georgetown University Law Center. She is admitted to practice law in Texas, New York, and Massachusetts.

Board of Directors

Board Committee Composition

Governance Documents

Committee Charters