Document

DEF 14A 1 ncdef14a2021.htm DEF 14A Document

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


Filed by the Registrant						þ

Filed by a Party other than the Registrant


Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material Under Rule 14a-12

NACCO INDUSTRIES, INC.

(Name of Registrant as Specified in Its Charter)


Payment of Filing Fee (Check the appropriate box):
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o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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TABLE OF CONTENTS			PAGE

NOTICE OF ANNUAL MEETING

PROXY STATEMENT			1

PART I - CORPORATE GOVERNANCE INFORMATION			3
About NACCO			3
C orporate Responsibility			3
Code of Conduct			5
Leadership Development and Succession Planning			5
Hedging and Speculative Trading Policies and Limited Trading Windows			5
Board Composition			6
Board Leadership Structure and Risk Management			6
Directors' Meetings and Committees			7
Directors' Independence			9
Compensation Committee Interlocks and Insider Participation			9
Review and Approval of Related-Person Transactions			9
Communications With Directors			10
Audit Matters			10
PART II - EXECUTIVE COMPENSATION INFORMATION			12
Summary of our Executive Compensation Program			12
Compensation Discussion and Analysis			13
Compensation Committee Report			25
Summary Compensation Table			26
Grants of Plan-Based Awards			27
Equity Compensation			28
Potential Payments Upon Termination/Change in Control			28
Nonqualified Deferred Compensation Benefits			30
Defined Benefit Pension Plans			31
CEO Pay Ratio			31
PART III - PROPOSALS TO BE VOTED ON AT THE 2020 ANNUAL MEETING			33
1. Election of Directors			33
2. Proposal to A pprove NACCO Industries, Inc.’s Amended and Restated Long-Term Incentive Compensation Plan			39
3. Proposal t o A pprove NACCO Industries, Inc.’s Amended and Restated Non-Employee Directors’ Equity Compensation Pla n			44
4. Advisory Vote to Approve the Company's Named Executive Officer Compensation			47
5. Ratification of the Appointment of Company's Independent Registered Public Accounting Firm			49
PART IV - OTHER IMPORTANT INFORMATION			50
Delinquent Section 16(a) Reports			50
Equity Compensation Plan Information			50
Beneficial Ownership of Class A Common and Class B Common			50
Submission of Stockholder Proposals			56
Solicitation of Proxies			56
Other Matters			56
APPENDIX A			A-1
APPENDIX B			B-1
FORM OF PROXY CARD

5875 LANDERBROOK DRIVE, SUITE 220

CLEVELAND, OHIO 44124-4069

NOTICE OF ANNUAL MEETING

The Annual Meeting of stockholders (the "Annual Meeting") of NACCO Industries, Inc. (the "Company") will be held on Wednesday, May 19, 2021 at 11:00 a.m., at 5875 Landerbrook Drive, Cleveland, Ohio, for the following purposes:

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

2.To approve NACCO Industries, Inc.’s Amended and Restated Long-Term Incentive Compensation Plan;

3.To approve NACCO Industries, Inc.’s Amended and Restated Non-Employee Directors’ Equity Compensation Plan;

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

5. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021; and

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

The Board of Directors has fixed the close of business on March 24, 2021 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 2021 proxy statement and proxy card are being mailed to stockholders commencing on or about March 31, 2021.


John D. Neumann
Secretary

March 31, 2021

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, 2020 is being mailed to stockholders with the 2021 Proxy Statement. The 2020 Annual Report contains financial and other information about the Company, but is not incorporated into the 2021 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 19, 2021: The 2021 Proxy Statement and 2020 Annual Report are available, free of charge, at https://ir.nacco.com/home by clicking on the "2021 Annual Meeting Materials" link.

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5875 LANDERBROOK DRIVE, SUITE 220

CLEVELAND, OHIO 44124-4069

PROXY STATEMENT — MARCH 31, 2021

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the "Board") of NACCO Industries, Inc., a Delaware corporation (the "Company," "NACCO," "we," "our" or "us"), of proxies to be used at the annual meeting of our stockholders to be held on May 19, 2021 (the "Annual Meeting"). This Proxy Statement and the related form of proxy are being mailed to stockholders commencing on or about March 31, 2021.

If the enclosed form of proxy is executed, dated and returned or if you vote electronically, the shares represented by the proxy will be voted as directed on all matters properly coming before the Annual Meeting for a vote. Proxies that are properly signed without any indication of voting instructions will be voted as follows:


Proposal	Description	Board Vote Recommendation	Page Reference for More Detail
1	Election of twelve Director nominees named in this Proxy Statement	FOR	33
2	Approval of NACCO Industries, Inc.’s Amended and Restated Long-Term Incentive Compensation Plan	FOR	39
3	Approval of NACCO Industries, Inc.’s Amended and Restated Non-Employee Directors’ Equity Compensation Plan	FOR	44
4	Approval, on an advisory basis, of the Company's Named Executive Officer compensation	FOR	47
5	The ratification of the appointment of Ernst & Young LLP ("EY") as our independent registered public accounting firm for 2021	FOR	49
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

The proxies may be revoked at any time prior to their exercise by giving notice to us in writing or by executing and delivering a later-dated proxy. Attendance at the Annual Meeting will not automatically revoke a proxy, but a stockholder of record attending the Annual Meeting may request a ballot and vote in person, thereby revoking a previously granted proxy.

Stockholders of record at the close of business on March 24, 2021 will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 5,570,362 outstanding shares of Class A Common Stock, par value $1.00 per share ("Class A Common"), entitled to vote at the Annual Meeting and 1,566,843 outstanding shares of Class B Common Stock, par value $1.00 per share ("Class B Common"), entitled to vote at the Annual Meeting. Each share of Class A Common is entitled to one vote for a nominee for each of the twelve directorships to be filled and one vote on each other matter properly brought before the Annual Meeting. Each share of Class B Common is entitled to ten votes for each such nominee and ten votes on each other matter properly brought before the Annual Meeting. Class A Common and Class B Common will vote as a single class on all matters anticipated to be brought before the Annual Meeting.

At the Annual Meeting, in accordance with Delaware law and our Amended and Restated Bylaws ("Bylaws"), the inspector of election appointed by the Board for the Annual Meeting will determine the presence of a quorum and tabulate the results of stockholder voting. As provided by Delaware law and our Bylaws, the holders of a majority of the outstanding voting power of all classes of our stock, issued and outstanding, and entitled to vote at the Annual Meeting and present in person or by proxy at the Annual Meeting, will constitute a quorum for the Annual Meeting. The inspector of election intends to (1) treat properly executed proxies marked "abstain" as "present" for purposes of determining whether a quorum has been achieved at the Annual Meeting and (2) treat proxies held in "street name" by brokers that are voted on at least one, but not all, of the

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proposals to come before the Annual Meeting (the "broker non-votes") as "present" for purposes of determining whether a quorum has been achieved at the Annual Meeting.

Proposal 1 is to elect twelve Directors, each for a term of one year and until their respective successors are duly elected and qualified. Our Bylaws provide that our Directors are elected by a plurality vote. Shares for which authority is withheld to vote for Director nominees and broker non-votes will have no effect on the election of Directors except to the extent the failure to vote for a Director nominee results in another nominee receiving a larger number of votes. In accordance with Delaware law and our Bylaws, the twelve Director nominees receiving the greatest number of votes will be elected Directors.

Proposal 2 is to approve NACCO Industries, Inc.'s Amended and Restated Executive Long-Term Incentive Compensation Plan.

Proposal 3 is to approve NACCO Industries, Inc.'s Amended and Restated Non-Employee Directors' Equity Compensation Plan. The New York Stock Exchange ("NYSE") listing standards require the affirmative vote of a majority of votes cast to approve Proposals 2 and 3. For purposes of approval under the NYSE listing standards, abstentions will be treated as votes cast, so any abstentions for Proposals 2 and 3 will have the same effect as a vote against Proposals 2 and 3, respectively. Broker non-votes, however, will not be treated as votes cast, so broker non-votes will not affect the outcome of Proposals 2 and 3 for purposes of approval under the NYSE listing standards.

Proposal 4 is an advisory vote on the Company's Named Executive Officer compensation. We will consider the affirmative vote of the holders of a majority of the votes cast as approval of Proposal 4. Although Proposal 4 is non-binding, the advisory vote allows our stockholders to express their opinions regarding our executive compensation. Abstentions and broker non-votes will not be treated as votes cast, so they will not affect the outcome of Proposal 4.

In accordance with our Bylaws, the affirmative vote of the holders of a majority of the votes cast is required to approve all other proposals that are brought before the Annual Meeting, including Proposal 5. As a result, abstentions will not be treated as votes cast so will not affect the outcome of Proposal 5. Because the ratification of the appointment of the independent auditor is considered a "routine" matter under the NYSE rules, there will be no broker non-votes with respect to Proposal 5. Abstentions and broker non-votes with respect to any other proposal will not be counted for purposes of determining whether a proposal has received the required approval by our stockholders.

We are not aware of any business that may properly be brought before the Annual Meeting other than those matters described in this Proxy Statement. If any matters other than those shown on the proxy card are properly brought before the Annual Meeting, the proxy card gives discretionary authority to the persons named on the proxy card to vote the shares represented by such proxy card.

In accordance with Delaware law and our Bylaws, we may, by a vote of the stockholders, in person or by proxy, adjourn the Annual Meeting to a later date(s), without changing the record date. If we were to determine that an adjournment was desirable, the appointed proxies would use the discretionary authority granted pursuant to the proxy cards to vote in favor of such an adjournment.

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PART I - CORPORATE GOVERNANCE INFORMATION

About NACCO

NACCO, through a portfolio of mining and natural resources businesses, operates under three business segments: Coal Mining, North American Mining ("NAMining") and Minerals Management. The Coal Mining segment operates surface coal mines under long-term contracts with power generation companies and an activated carbon producer pursuant to a service-based business model. The NAMining segment provides value-added contract mining and other services for producers of aggregates, lithium and other minerals. The Minerals Management segment acquires and promotes the development of oil, gas and coal mineral interests, generating income primarily from royalty-based lease payments from third parties. In addition, the Company has a business providing stream and wetland mitigation solutions.

The Company has items not directly attributable to a reportable segment which are not included as part of the measurement of

segment operating profit, which are primarily administrative costs related to public company reporting requirements at the

parent company and the financial results of Mitigation Resources of North America® (“MRNA”) and Bellaire Corporation

(“Bellaire”). MRNA generates and sells stream and wetland mitigation credits (known as mitigation banking) and provides

services to those engaged in permittee-responsible stream and wetland mitigation. Bellaire manages long-term liabilities related to former eastern U.S. underground mining activities.

NACCO was incorporated as a Delaware corporation in 1986 in connection with the formation of a holding company structure

for a predecessor corporation organized in 1913.

The Company has continued to operate as an essential business during the COVID-19 pandemic because it supports critical

infrastructure industries. The extent to which the COVID-19 pandemic impacts the Company going forward will depend on numerous factors and future developments that remain uncertain.

Corporate Responsibility

Since 1913, our Company and our people have been focused on creating long-term value while meeting the needs of our various stakeholders – our employees, communities, customers, vendors and investors. While our core competencies are in mining and natural resources management, our business is about people. We believe our good corporate governance practices enable us to provide significant value to all stakeholders. Our approach to environmental, social and governance (“ESG”) matters is evidenced through our commitment to people, safety, environmental responsibility and the communities in which we operate.

Our Board has determined that, based primarily on the ownership of Class A Common and Class B Common by the members of the Taplin and Rankin families, we may be viewed as a “controlled company,” as defined in Section 303A of the NYSE listing standards. Under the listing standards of the NYSE, a controlled company is not required to comply with certain corporate governance requirements, including the requirements to have a majority of independent directors and a nominating and corporate governance committee and a compensation committee composed entirely of independent directors with written charters and annual performance evaluations for each committee.

Although NACCO may be viewed as a controlled company, our Board evaluates its governance practices annually and has elected not to make use of any of the exceptions to the NYSE listing standards that are available to controlled companies. Accordingly, a majority of the members of our Board are independent, as described in the NYSE listing standards. Our Compensation Committee, Audit Review Committee and Nominating and Corporate Governance ("NCG") Committee are all composed entirely of independent directors. Each committee has a written charter that describes the purpose and responsibilities of the committee, and each committee conducts an annual evaluation of its performance based on the responsibilities set forth in their respective charter.

The Board sets the tone for our Company and it has implemented strong governance practices. Our Board represents a balance of longer-tenured members with in-depth knowledge of our business, and newer members who bring valuable additional attributes, skills and experience. This combination results in a well-balanced membership that combines a diversity of experience, skill and intellect in order to enable the Company to pursue its strategic objectives. Corporate governance is an important part of our ESG strategy. We believe that good corporate governance provides a strong foundation for ESG matters and is essential to the long-term success of the Company.

In 2020, we established an employee-led ESG Advisory Group, which is responsible for providing valuable input on our corporate social responsibility and environmental sustainability initiatives. This advisory group meets regularly to evaluate

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and share relevant information regarding ESG practices and progress. In addition, the ESG Advisory Group provides input for our ESG disclosures, including the ESG/Human Capital Management ("HCM") summaries included in the Company’s Form 10-K and this Proxy Statement. Our leadership recognizes the importance of these responsibilities and supports NACCO’s ESG initiatives.

Furthermore, in 2020, we undertook an initial first-step designed to benchmark our ESG efforts and help further inform our future direction and priorities. Our areas of focus include (1) People, (2) Safety, (3) Community, (4) Environmental Stewardship and (5) COVID-19 response. We will continue to evolve our ESG disclosures to provide increased visibility into these areas of focus:

•People

◦We work to treat everyone fairly, with dignity and respect, instilling this commitment in our Code of Conduct, onboarding materials, employee meetings and training.

◦We work to provide a safe and healthy environment for all employees, with an atmosphere conducive to open communication.

◦We provide developmental opportunities for employees through onsite training, a virtual training portal and support of continuing education through a tuition reimbursement plan.

◦We provide a comprehensive and competitive benefits package that supports the health and financial wellness of our employees. Some common features offered to our employees in 2020 included the following:

▪Medical, dental and vision benefits for employee, spouse 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;

▪Profit sharing contributions to a 401(k) retirement savings program with immediately-vested company matching contributions;

▪Paid vacation and holidays;

▪Parental leave;

▪Short-term and long-term disability benefits;

▪Wellness incentives for employees;

▪Life and AD&D insurance benefits; and

▪Employee assistance program

•Safety

◦The National Mining Association ranks us as an industry leader in safety, and we are proud to have earned more than 100 safety awards at the state and national levels.

◦We contribute to industry-wide efforts to share best practices through our participation in and support of safety and health organizations and conferences, such as the Rocky Mountain Coal Mining Institute’s Mine Rescue program, the South Central Joint Mine Health and Safety Conference and the Southeast Mine Safety and Health Conference.

◦We continue to strive for zero lost-time accidents and zero reportable injuries. Five of our mine sites completed 2020 with no lost-time accidents.

•Community

◦We match qualifying employee contributions to charitable organizations, up to $5,000 per employee.

◦We focus our philanthropic efforts on three primary areas: education, arts and culture and civic organizations.

◦We provide local support in the communities where we operate by supporting employee volunteerism, as well as providing financial charitable contributions and well-paying jobs.

•Environmental Stewardship

◦We have built upon our land, stream and wetland restoration skills and reputation to create a new business that provides stream and wetland mitigation solutions. This business, MRNA, provides us an opportunity for growth and diversification while improving the environment by remediating impaired streams and wetlands and preserving them for future generations through conservation easements that prohibit their future disturbance.

◦We put our environmental philosophy into action, aiming to restore mined land to a better condition than we found it. We received four mining and reclamation awards in 2020:

▪The U.S. Office of the Interior’s Office of Surface Mining Reclamation and Enforcement awarded the Excellence in Surface Coal Mining Reclamation Award to the Bisti Fuels’ mine.

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•The National Association of State Land Reclamationists awarded its Mined Land Reclamation Award to Demery Resources, recognizing the exemplary concurrent reclamation work at the Five Forks Mine.

•The Interstate Mining Commission recognized Bisti Fuels with the National Mineral Education Award.

•The North Dakota Public Commission awarded the Excellence in Surface Coal Mining and Reclamation Award to Coteau Properties’ Freedom Mine for its efforts to protect and preserve an important cultural site for Native American History.

•COVID-19 Response

◦We enacted measures to ensure a safe environment for our employees in response to COVID-19 by implementing Centers for Disease Control and Prevention recommended safety protocols at our locations, while continuing our safety culture which empowers employees to correct potentially hazardous conditions.

◦Each of the Company’s locations maintain Business Impact, Business Continuity and Disaster Recovery Plans, which proved useful in connection with our proactive response to the COVID-19 pandemic.

We recognize that as an operator in the natural resources industry, environmentally and socially responsible business practices go hand-in-hand with generating value for our stakeholders. Our commitment to corporate responsibility enriches the communities in which we operate and strengthens our relationships with our employees, customers and other stakeholders, contributing to the long-term success of our business.

Additional information regarding the Company's corporate governance practices are available on our website at https://ir.nacco.com/leadership-and-governance.

Code of Conduct

We have adopted a Code of Corporate Conduct that applies to all of our Directors and employees and is designed to provide guidance on how to act legally and ethically while performing work for NACCO and NACoal. We have also adopted Corporate Governance Guidelines that provide a framework for the conduct of our Board. The Code of Corporate Conduct, the Corporate Governance Guidelines and our Independence Standards for Directors, as well as the charters of the committees of our Board, are available free of charge on our website at https://ir.nacco.com/leadership-and-governance.

All of our Directors and employees annually complete certifications with respect to their compliance with our Code of Corporate Conduct.

Leadership Development and Succession Planning

Developing leaders who will successfully lead our Company into the future is one of our Board's most crucial functions. Annually, our Board formally reviews and discusses management development and succession plans for the Chief Executive Officer ("CEO") of the Company and each of his direct reports. With the assistance of the CEO, the Board also assesses the leadership potential of other individual senior executives throughout the Company. Succession planning and leadership development are top priorities of the Board and senior management.

Hedging and Speculative Trading Policies and Limited Trading Windows

The Company prohibits officers and Directors from purchasing financial instruments, including pre-paid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions that are designed or have the effect of hedging or offsetting any change in the market value of equity securities granted to the officer or Director by the Company as part of his or her compensation or held, directly or indirectly, by the officer or Director. However, the Company does not prohibit its employees who are not officers from engaging in such transactions.

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As noted elsewhere in this Proxy Statement, restricted shares of Class A Common that are issued to Directors and certain senior management employees of the Company for compensatory purposes are generally subject to transfer restrictions from the last day of the applicable performance period and, during that time period, the restricted shares may not be transferred (subject to certain exceptions), hedged or pledged. Directors and the most senior management employees of the Company are required to hold restricted shares for ten years while less senior management employees of the Company are required to hold restricted shares for periods of either three years or five years. The Company does not have a policy preventing employees, including executive officers and senior managers, or Directors from pledging shares of non-restricted Class A Common or Class B Common.

Board Composition

Our Board currently consists of twelve Directors. Directors are elected at each annual meeting to serve for one-year terms and until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal. If a nominee is unavailable for election at the time of the Annual Meeting, an event that the Board has no reason to believe will occur, proxy holders will vote for another nominee proposed by the Board or, as an alternative, the Board may reduce the number of Directors to be elected at the Annual Meeting. Biographical information and qualifications of our Directors are included under "Proposal 1 - Election of Directors" beginning on page 33.

Board Leadership Structure and Risk Management

The Company's roles of Chairman and CEO are separated, enabling J.C. Butler, Jr., our President and CEO, to focus on managing the Company and Alfred M. Rankin, Jr., our non-executive Chairman, to devote his time and attention to matters of Board oversight and governance. The Board believes that Mr. Rankin, the Company's former President and CEO, possesses unique in-depth knowledge of the issues, opportunities and challenges facing the Company. Because of this knowledge and insight, the Board believes that Mr. Rankin is in a strong position to identify effective strategic opportunities and priorities and to lead the discussion for the execution of the Company's strategies and achievement of its objectives. As Chairman, Mr. Rankin is able to:

•focus our Board on the most significant strategic goals and risks of the Company;

•utilize the individual qualifications, skills and experience of the other members of the Board to maximize their contributions to our Board;

•ensure that each other Board member has sufficient knowledge and understanding of our business to enable such other member to make informed judgments;

•facilitate the flow of information between our Board and our management; and

•provide the perspective of a long-term stockholder.

This Board leadership structure also enhances the effectiveness of the NACoal Board of Directors, which has a parallel structure to the Company's Board and provides oversight at the strategic and operational level. Each Director who serves on our Board is also a member of the NACoal Board of Directors. Our Chairman also serves as the Chairman of the NACoal Board of Directors, which provides a common and consistent presence that enables the NACoal Board of Directors to function effectively and efficiently. We do not assign a lead independent Director, but the Chairman of our Compensation Committee presides at the regularly scheduled meetings of non-management Directors.

The Board oversees our risk management. The full Board regularly reviews information provided by management to oversee our risk identification, risk management and risk mitigation strategies. Our Board committees assist the full Board's oversight of our material risks by focusing on risks related to the particular area of concentration of the relevant committee. For example, our Compensation Committee oversees risks related to our compensation policies, our Audit Review Committee oversees financial reporting and control risks and our NCG Committee oversees risks associated with the independence of the Board and potential conflicts of interest. Each committee reports on their discussions of the applicable risks to the full Board during Board meetings. The full Board incorporates the insight provided by these reports into its overall risk management analysis.

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Directors' Meetings and Committees

Our Board held seven meetings in 2020. In 2020, all of our current Directors attended more than ninety percent (90%) of the meetings held by our Board and by the committees on which they served. We hold a regularly scheduled meeting of our Board in conjunction with our annual meeting of stockholders. Directors are expected to attend the annual meeting of stockholders absent an appropriate excuse. All of our Directors, as of the date of our 2020 annual meeting of stockholders, attended our 2020 annual meeting of stockholders.

In accordance with NYSE rules, our non-management Directors are scheduled to meet in an executive session, without management, at least once a year. The Chairman of the Compensation Committee typically presides at such meetings. Additional meetings of the non-management Directors may be scheduled when the non-management Directors believe such meetings are desirable. The determination of which Director should preside at any such additional meetings will be made based on the subject matter to be discussed at each such meeting.

Our Board has established the following standing committees: an Audit Review Committee, a Compensation Committee, an NCG Committee and an Executive Committee. The current members of each committee and the number of meetings held in 2020 are shown below:

Director

Audit Review

Compensation

NCG

Executive

J.C. Butler, Jr.

John S. Dalrymple, III

John P. Jumper

Chair

Dennis W. LaBarre

Michael S. Miller

Chair

Richard de J. Osborne

Chair

Alfred M. Rankin, Jr.

Chair

Matthew M. Rankin

Roger F. Rankin

Lori J. Robinson

Robert S. Shapard

Britton T. Taplin

2020 Meetings

Audit Review Committee. The Audit Review Committee has responsibilities in its charter with respect to:

•the quality and integrity of our financial statements;

•our compliance with legal and regulatory requirements;

•the adequacy of our internal controls;

•our policies to monitor and control our major financial risk exposures;

•the qualifications, independence, selection, compensation and retention of our independent registered public accounting firm;

•the performance of our internal audit department and independent registered public accounting firm;

•assisting our Board and us in interpreting and applying our Corporate Compliance Program and other issues related to corporate and employee ethics; and

•preparing the Annual Report of the Audit Review Committee to be included in our Proxy Statement.

Our Board has determined that:

•Messrs. Osborne, Miller and Shapard qualify as audit committee financial experts as defined in rules issued by the U.S. Securities and Exchange Commission ("SEC");

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•each member of the Audit Review Committee is independent, as defined by the SEC and described in the listing standards of the NYSE; and

•each member of the Audit Review Committee is financially literate as described in the NYSE listing standards.

Compensation Committee. The Compensation Committee has responsibilities in its charter with respect to the administration of our policies for compensating our employees, including our executive officers, senior managers and Directors. Among other things, these responsibilities include:

•the review and approval of corporate goals and objectives relevant to compensation;

•the evaluation of the performance of the CEO, other executive officers and senior managers in light of these goals and objectives;

•the determination and approval of CEO, other executive officer and senior manager compensation levels;

•the consideration of whether the risks arising from our employee compensation policies are reasonably likely to have a material adverse effect on us;

•the making of recommendations to our Board, where appropriate or required, and the taking of other actions with respect to all other compensation matters, including equity-based plans and other incentive plans;

•the periodic review of Board compensation; and

•the review and approval of the Compensation Discussion and Analysis and the preparation of the annual Compensation Committee Report to be included in our Proxy Statement.

The Compensation Committee may, in its discretion, delegate duties and responsibilities to one or more subcommittees or, in appropriate cases, to our executive officers and senior managers. The Compensation Committee retains and receives assistance in the performance of its responsibilities from an internationally recognized compensation consulting firm, discussed under "Compensation Consultants" on page 13. The Board has determined that each member of the Compensation Committee is independent, as defined in the SEC rules and described in the NYSE listing standards.

Nominating and Corporate Governance Committee. Among other things, the NCG Committee's responsibilities contained in its charter include:

•the review and making of recommendations to our Board regarding the criteria for membership on our Board;

•the review and making of recommendations to our Board regarding the optimal number and qualifications of Directors believed to be desirable;

•the establishment and monitoring of a system to receive suggestions for nominees to directorships of the Company;

•the identification and making of recommendations to our Board of specific candidates for membership on our Board; and

•oversight of an annual review of our Board.

The NCG Committee will consider Director candidates recommended by our stockholders. See "Procedures for Submission and Consideration of Director Candidates" on page 35. The NCG Committee is also responsible for reviewing and recommending changes to our Certificate of Incorporation, Bylaws, Code of Corporate Conduct and Corporate Governance Guidelines, as appropriate; overseeing evaluations of the Board and management; overseeing education of the Board; and annually reporting to the Board the NCG Committee's assessment of our Board's performance. The Board has determined that each member of the NCG Committee is independent, as described in the NYSE listing standards. The NCG Committee may consult with members of the Taplin and Rankin families, including Alfred M. Rankin, Jr. and J.C. Butler, Jr., regarding the composition of our Board.

Executive Committee. The Executive Committee may exercise all of the powers of our Board over the management and control of our business during the intervals between meetings of our Board.

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Directors' Independence

As our Board has elected not to make use at the present time of any of the exceptions to the NYSE listing standards that are available to controlled companies, a majority of the members of our Board are independent, as described in the NYSE listing standards, and our Compensation Committee, Audit Review Committee and NCG Committee are composed entirely of independent Directors. In making a determination as to the independence of our Directors, our Board considered Section 303A of the NYSE listing standards and broadly considered the materiality of each Director's relationship with us. Based on this criteria, our Board has determined that the following current Directors are independent:


John S. Dalrymple, III			Matthew M. Rankin
John P. Jumper			Lori J. Robinson
Dennis W. LaBarre			Robert S. Shapard
Michael S. Miller			Britton T. Taplin
Richard de J. Osborne

Our Board also determined that Timothy K. Light, who retired from the Board on August 21, 2020, was independent during his period of service in 2020.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves or has served on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served as a member of our Compensation Committee.

Review and Approval of Related-Person Transactions

J.C. Butler, Jr., our current President and CEO, is the son-in-law of Alfred M. Rankin, Jr., our current non-executive Chairman. Mr. Roger F. Rankin, one of our Directors in 2020, is the brother of Alfred M. Rankin, Jr. In 2020, Mr. Alfred Rankin received $1,637,120 in total compensation from us (as shown on the Director Compensation Table on page 37), Mr. Butler received $2,583,732 in total compensation from us (as shown on the Summary Compensation Table on page 26) and Mr. Roger Rankin received $142,249 in total compensation from us (as shown on the Director Compensation Table on page 37).

The Audit Review Committee reviews all relationships and transactions in which the Company and our Directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in such transactions. Our legal department is primarily responsible for the processes and controls to obtain information from the Directors and executive officers with respect to related-person transactions in order to enable the Audit Review Committee to determine whether the Company or a related person has a direct or indirect material interest in the transaction. In the course of its review, the Audit Review Committee considers:

•the nature of the related person's interest in the transaction;

•the material terms of the transaction, including, without limitation, the amount and type of transaction;

•the importance of the transaction to the related person and to us;

•whether the transaction would impair the judgment of a Director or executive officer to act in our best interest; and

•any other matters the Audit Review Committee deems appropriate.

Based on this review, the Audit Review Committee will determine whether to approve or ratify any transaction that is directly or indirectly material to us or a related person. Any member of the Audit Review Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote with respect to the approval or ratification of the transaction. However, such Director may be counted in determining the presence of a quorum at a meeting of the Audit Review Committee that considers the transaction.

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Communications With Directors

Our stockholders and other interested parties may communicate with our Board as a group, with the non-management Directors as a group, or with any individual Director by sending written communications to NACCO Industries, Inc., 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124-4069, Attention: Secretary. Complaints regarding accounting, internal accounting controls or auditing matters will be forwarded directly to the Chairman of the Audit Review Committee. Copies of all communications will be provided to all other Directors. However, any communications that are considered improper for submission will not be provided to the Directors. Examples of communications that would be considered improper include, without limitation, customer complaints, solicitations, communications that do not relate, directly or indirectly, to our business or communications that relate to improper or irrelevant topics.

Audit Matters

Pre-Approval Policies and Procedures

Under our pre-approval policies and procedures, only audit, audit-related services, limited tax services, and other pre-approved services will be performed by EY, our principal independent registered public accounting firm. All such services must be pre-approved by our Audit Review Committee. For 2020, the Audit Review Committee authorized us to engage EY for specific audit and audit-related services up to specified fee levels. The Audit Review Committee has delegated to the Chairman of the Audit Review Committee the authority to approve services other than audit, review or attest services, which approvals are reported to the Audit Review Committee at its next meeting. We provide a summary of authorities and commitments periodically at meetings of the Audit Review Committee. The Audit Review Committee has considered whether the providing of non-audit services to us by EY is compatible with maintaining its independence. In addition, we have adopted a policy to limit the services provided by our independent registered public accounting firm that are not audit or audit-related services.

Fee Information

Fees for professional services provided by our auditors included the following (in millions):


	2019	2020
Audit Fees (1)	$2.0	$2.0
Audit-Related Fees (2)	$0.1	$0.1
Tax Fees (3)	$0.0	$0.0
All Other Fees (4)	$0.0	$0.1
Total	$2.1	$2.2

(1) "Audit Fees" principally include services rendered by EY for the audit of our annual financial statements and internal controls; the reviews of the interim financial statements included in our Forms 10-Q and services provided in connection with statutory audits and regulatory filings with the SEC.

(2) "Audit-Related Fees" include assurance and related services rendered by EY for accounting advisory matters.

(3) "Tax fees" are for tax compliance related services and were de minimis in 2019 and 2020.

(4) Non-audit related fees that were billed for projects and services provided by EY. No other services were performed by EY for us in 2019. During 2020, EY performed permissible internal audit and cybersecurity advisory services for the Company that were de minimis.

Report of the Audit Review Committee

The Audit Review Committee oversees our financial reporting process on behalf of the Board. The Audit Review Committee is comprised solely of independent Directors as defined by the SEC and described in the listing standards of the NYSE. The Audit Review Committee's responsibilities are listed on page 7 and the Audit Review Committee's charter is available at www.nacco.com. In fulfilling its oversight responsibilities, the Audit Review Committee reviewed and discussed the audited financial statements contained in our Annual Report with Company management.

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The Audit Review Committee reviewed with EY, our independent auditor, which is responsible for expressing an opinion on the conformity of our annual financial statements with U.S. generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Review Committee by the applicable requirements of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the rules of the SEC, and other applicable regulations. In addition, the Audit Review Committee has discussed with EY the firm's independence from Company management and the Company, including the matters in the letter from EY required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and considered the compatibility of non-audit services with EY's independence. The Audit Review Committee also reviewed and discussed together with management and EY the Company's audited financial statements for the year ended December 31, 2020, and the results of management's assessment of the effectiveness of the Company's internal control over financial reporting and EY's audit of internal control over financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Review Committee recommended to the Board, and the Board has approved, that the audited financial statements and management's assessment of the effectiveness of the Company's internal control over financial reporting be included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed by the Company with the SEC.

RICHARD DE J. OSBORNE, Chairman

JOHN S. DALRYMPLE, III JOHN P. JUMPER

DENNIS W. LABARRE MICHAEL S. MILLER

LORI J. ROBINSON ROBERT S. SHAPARD

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PART II - EXECUTIVE COMPENSATION INFORMATION

The material elements of our 2020 compensation objectives and policies as they relate to the Named Executive Officers (the "NEOs") listed in the Summary Compensation Table on page 26 are described below. This discussion and analysis should be read in conjunction with all accompanying tables, footnotes and text in the Proxy Statement.

The Company has continued to operate as an essential business during the COVID-19 pandemic because it supports critical infrastructure industries. The Company did not make significant changes to the performance metrics for either the short-term incentive plan or the long-term incentive plan. However, as discussed in more detail on page 18, the Company made adjustments to account for incremental costs for vacation payouts that would not normally occur under the Company's policies and certain telehealth benefits that were adopted because of COVID-19.

For 2020, the Company qualifies as a smaller reporting company under the SEC's amended definition of "smaller reporting company." The Company has, nonetheless, chosen to provide many of the compensation-related disclosures that are required for larger public companies and that the Company has historically provided. However, the Company is disclosing compensation for only three NEOs and is disclosing only two years of compensation data in the Summary Compensation Table, consistent with the disclosure requirements applicable for smaller reporting companies.

Summary of our Executive Compensation Program

Our executive compensation program strongly ties the compensation of our NEOs to our short-term and long-term business objectives and to stockholder interests. Key elements of compensation include base salary, annual incentive compensation, long-term incentive compensation and defined contribution retirement benefits.


At our 2020 annual meeting of stockholders, NACCO again received strong support for our compensation program with approximately 98% of the votes cast approving our advisory vote on Named Executive Officer compensation. The Compensation Committee believes that this overwhelming support reinforces the philosophy and objectives of our executive compensation program.

We pay for performance. We align our executive compensation with corporate performance on both a short-term and a long-term basis. In 2020, over 72% of Mr. Butler's target compensation was incentive-based and "at risk" and, as a group, over 50% of the other NEOs' target compensation was incentive-based and "at risk." (See table on page 15.) In addition, the long-term awards for Messrs. Butler, Dewing and Neumann were paid in the form of restricted shares of Class A Common which, as described in more detail on pages 20-22, are generally subject to transfer restrictions for a period of up to ten years. The value of these restricted stock awards continues to be at risk based on future Company performance and continues to align the interests of these NEOs with those of our stockholders.

Other key features of our executive compensation program include:


What We Do
Equity compensation awards for Directors and senior management generally must be held for up to ten years - stock awards cannot be pledged, hedged or transferred during this time.
We provide limited change in control protections for all employees that (i) accelerate the time of payment of previously vested incentive benefits and non-qualified retirement benefits and (ii) provide for pro-rata target incentive payments for the year of any change in control.
We provide a modest level of perquisites for certain key executives, the majority of which are paid in cash, that are determined based on market reasonableness.
We use an independent compensation consultant who does not perform any other work for the Company.
We set our target compensation at the 50th percentile of our chosen benchmark and deliver compensation above or below this level based on performance.

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What We Do Not Do
We do not provide our NEOs with employment or severance agreements or individual change in control agreements.
We do not provide any tax gross-ups except for service awards, certain relocation expenses, and in two non-qualified retirement plans that were frozen in 2007 and terminated in 2018 with benefits distributed in 2020.
We do not provide our NEOs any minimum or guaranteed bonuses.
We do not take into account our long-term awards when determining our retirement benefits.
We do not have any active defined benefit plans for non-union employees and only gave one NEO credit for time worked under our frozen pension plans.

Compensation Discussion and Analysis

Executive Compensation Governance

The Compensation Committee establishes and oversees the administration of our policies for compensating our employees, including our NEOs. The members of the Compensation Committee consist solely of independent Directors. The Compensation Committee's responsibilities are listed on page 8.

Named Executive Officers for 2020

The NEOs for 2020 are as follows:


Name and Title			Employer
J.C. Butler, Jr. - President and CEO of NACCO and NACoal			NACCO
Carroll L. Dewing - Vice President - Operations of NACoal			NACoal
John D. Neumann - Vice President, General Counsel and Secretary of NACCO and NACoal			NACoal

Compensation Consultants

The Compensation Committee receives assistance and advice from Korn Ferry, an internationally recognized compensation consulting firm. Korn Ferry is engaged by and reports to the Compensation Committee and also provides advice 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. For 2020, Korn Ferry was engaged to make recommendations regarding:

•Director compensation levels;

•2020 salary midpoints, incentive compensation targets (calculated as a percentage of salary midpoint) and target total compensation for senior management positions;

•2020 salary midpoints and/or range movement for all other employee positions; and

•Mid-year salary point levels, salary midpoints and incentive targets for all new senior management positions and/or changes to current senior management positions.

All salary point recommendations are determined by Korn Ferry through the 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.

Representatives of Korn Ferry attended one of the Compensation Committee meetings in 2020 and, during that meeting, consulted with the Compensation Committee in executive session without management present. Korn Ferry also provided limited non-executive compensation consulting services to the Company in 2020. The Compensation Committee considered and assessed all relevant factors, including the six factors set forth in Rule 10c-1(b)(4)(i)-(vi) under the Securities Exchange Act of 1934 (the "Exchange Act"), that could give rise to a potential conflict of interest with respect to Korn Ferry. Based on this review, the Compensation Committee assessed the independence of Korn Ferry and is not aware of any conflict of interest that has been raised by the work performed by Korn Ferry.

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Korn Ferry's General Industry Survey - Salary Midpoint

As a starting point for setting target total compensation, the Compensation Committee directed Korn Ferry to use its proprietary survey of a broad group of domestic industrial organizations ranging in size from approximately $500 million to approximately $1 billion in annual revenues (the "General Industry survey"). The Compensation Committee then directed Korn Ferry to exclude retail and finance segments from the data results. For 2020, participants in the General Industry survey included 439 parent organizations and 1,681 independent operating units that satisfied the Korn Ferry's quality assurance controls and represented almost all segments of industry, excluding retail and finance segments.

The Compensation Committee chose this survey as its benchmark for the following reasons:

•It provides relevant information regarding the compensation paid to employees, including senior management employees, with similar skill sets used in our industry and represents the talent pool from which we recruit;

•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; and

•It provides a competitive framework for recruiting employees from outside our industry.

Using its proprietary salary point methodology, Korn Ferry compares positions of similar scope and complexity with the data contained in the General Industry survey. The Compensation Committee directs Korn Ferry to derive a median salary level for each salary point level targeted at the 50th percentile of the General Industry survey (the "salary midpoint"). The Compensation Committee sets target compensation levels at (or slightly above or below) the salary midpoint determined by Korn Ferry because it believes that the use of salary midpoints (i) helps to ensure our compensation program provides sufficient compensation to attract and retain talented executives and (ii) maintains internal pay equity, without overcompensating our employees.

Because salary midpoints are based on each salary point level, all of the employees at a particular salary point level generally have the same salary midpoint. The salary midpoints provided by Korn Ferry are then used to calculate the total target compensation of all senior management employees, including the NEOs.

Compensation Policy and Methodology - Total Target Compensation

The guiding principle of our compensation program is the maintenance of a strong link between an employee's compensation, individual performance and the performance of the Company or the subsidiary or business unit for which the employee performs services. The primary objectives of our compensation program are to:

•Attract, retain and motivate talented management;

•Reward management with competitive compensation for achievement of specific corporate and individual goals;

•Make management long-term stakeholders in the Company;

•Help ensure that management's interests are closely aligned with those of our stockholders; and

•Maintain consistency in compensation among all of the Company's subsidiaries or business units.

The Compensation Committee establishes a comprehensively defined "target total compensation" amount for each senior management employee following rigorous evaluation standards that help to ensure internal equity. In this process, the Compensation Committee reviews "tally sheets" for the NEOs and other senior management employees that list each employee's title, salary points and the following information for the current year, as well as that being proposed for the subsequent year:

•Salary midpoint, as determined by Korn Ferry from the General Industry survey;

•Cash in lieu of perquisites (if applicable);

•Short-term incentive target dollar amount (determined by multiplying the salary midpoint by a specified percentage of that midpoint, as determined by the Compensation Committee, with advice from Korn Ferry, for each salary grade);

•Long-term incentive target dollar amount (determined in the same manner as the short-term incentive target);

•Target total compensation, which is the sum of the foregoing amounts; and

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•Base salary (a defined amount derived from the salary midpoint).

In November 2019, the Compensation Committee reviewed the tally sheets for each of our NEOs to decide whether it should make changes to the 2020 compensation program. The Compensation Committee determined that the overall program continued to be consistent with our compensation objectives and did not make any material changes for 2020, except to reduce Mr. Butler's long-term incentive target from 170% to 160%.

The design of our compensation program provides employees with the opportunity to earn superior compensation for outstanding results. Base salaries are set at levels appropriate to allow our incentive plans to serve as significant motivating factors. Because our program provides significantly reduced compensation for results that do not meet or exceed the established performance targets for the year, it encourages NEOs to earn incentive pay greater than 100% of target over time by delivering outstanding managerial performance.

The Compensation Committee views the various components of compensation as related but distinct. While the Compensation Committee determines the salary midpoint based on the information provided from the General Industry survey, it generally sets base salary levels between 80% and 120% of salary midpoint. The Compensation Committee also obtains the total target incentive compensation amounts from the General Industry survey but determines the mix of short-term and long-term incentives in its discretion, based on its decision regarding how best to motivate our employees.

The following table sets forth target total compensation for the NEOs, as recommended by Korn Ferry and approved by the Compensation Committee for 2020:


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.	$759,100	26%	$35,000	1%	$683,190	24%	$1,396,744	49%	$2,874,034
Carroll L. Dewing	$357,900	47%	$16,000	2%	$161,055	21%	$226,372	30%	$761,327
John D. Neumann	$337,800	48%	$16,000	2%	$152,010	22%	$194,235	28%	$700,045

(1)In addition to providing limited perquisites to a limited number of employees in unique circumstances, senior management employees, including our NEOs, are paid a fixed dollar amount of cash in lieu of perquisites. The dollar amounts provided to the NEOs in 2020 were approved by the Compensation Committee in November 2019 based on a triennial analysis performed by Korn Ferry in August 2017, at which time the Compensation Committee decided not to change the amounts. Based on this analysis, the Compensation Committee set a defined perquisite allowance for each senior management employee, based on salary point levels. These amounts are paid in cash ratably throughout the year. This approach satisfies our objective of providing competitive total compensation to our NEOs while recognizing that perquisites are largely just another form of compensation.

(2)The amounts shown include a 15% increase from the Korn Ferry-recommended long-term plan target awards that the Compensation Committee applies each year to account for the immediately taxable nature of NACCO Industries, Inc.'s Executive Long-Term Incentive Compensation Plan ("Long-Term Equity Plan") awards.

Target total compensation is supplemented by health and welfare benefits and retirement benefits, which consist of both (i) a qualified defined contribution plan and (ii) a nonqualified defined contribution plan (the "Excess Plan"). Mr. Dewing is also entitled to frozen qualified and non-qualified retirement benefits. In addition, the Compensation Committee may award discretionary cash and equity bonuses to employees, including the NEOs, although it rarely does so. In February 2018, the Company terminated certain nonqualified deferred compensation plans. As a result, the Company was required to amend the Excess Plan so that participants could no longer defer short-term incentive payments, which prevented the participants from also receiving matching and profit sharing contributions to the Excess Plan based on the deferrals from the short-term incentive payments. The Compensation Committee approved make-whole payments to account for the lost matching and profit sharing contributions which would be paid as a bonus, and 2020 was the first year of the make-whole payments.

Base Salaries

The Compensation Committee sets annual base salaries intended to be competitive in the marketplace to recruit and retain talented senior management employees. Base salaries provide employees with a set amount of money during the year with the expectation that they will perform their responsibilities to the best of their abilities and in accordance with our best interests. For 2020, the Compensation Committee determined the base salary for each NEO by generally taking into account his individual performance for 2019 and the relationship of his 2019 base salary to the new 2020 salary midpoint for his salary

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point level. In general, base salaries are set between 80% and 120% of an employee's salary midpoint. The Compensation Committee also took into account other relevant information, including:

•General inflation, salary trends and economic forecasts provided by Korn Ferry;

•General budget considerations and business forecasts provided by management; and

•Any extraordinary personal or corporate events that occurred during the prior year.

Employees with lower base salaries compared to their salary midpoint and/or superior performance have the potential for larger salary increases. Employees with higher base salaries compared to their salary midpoint and/or who have performed less effectively during the performance period have the potential for smaller or no salary increases.

The following table sets forth the annual base salary rate determined for each NEO for 2020:


Named Executive Officer	2020 Salary Midpoint ($)	2020 Base Salary and as a Percentage of Salary Midpoint ($) (%)		Salary Increase Compared to 2019 Base Salary (%)	Cash in Lieu of Perquisites ($)
J.C. Butler, Jr.	$759,100	$717,917	95%	6.5%	$35,000.00
Carroll L. Dewing	$357,900	$347,802	97%	6.5%	$16,000.00
John D. Neumann	$337,800	$345,086	102%	3.0%	$16,000.00

Incentive Compensation

Overview. One of the principles of our compensation program is that senior management employees, including the NEOs, are compensated based on the performance of the Company or the business unit for which the employee performed services. In 2020, all of the NEOs participated in (i) the NACCO Industries, Inc. Short-Term Incentive Compensation Plan (the "Short-Term Plan") and (ii) the Long-Term Equity Plan.

Our incentive compensation plans are designed to align the compensation interests of the senior management employees with our short-term and long-term interests. A significant portion of the NEOs' compensation is linked directly to the attainment of specific corporate financial and operating targets. The Compensation Committee believes that a material percentage of the NEOs' compensation should be contingent on the performance of the Company and its subsidiaries. As illustrated on the target total compensation table on page 15, over 72% of Mr. Butler's 2020 target compensation was variable or "at risk" and tied to Company performance and, as a group, over 50% of the other NEOs' target compensation was tied to Company performance. Each of the NEOs' incentive compensation payouts for 2020 exceeded the sum of their respective fixed payments (base salary plus perquisite allowance) for the year.

The performance criteria and target performance levels for the incentive plans are established within the Compensation Committee's discretion, and are based upon management's recommendations as to the performance objectives of the Company or the particular business for the year. Two types of performance targets are used in the incentive compensation plans:

•Targets Based on Annual Operating Plans. Certain performance targets were based on forecasts contained in the Company's 2020 annual operating plan ("AOP"). With respect to these targets, there is an expectation that these performance targets will be met during the year. If they are not, the participants will not receive all or a portion of the award that is based on these performance criteria.

•Targets Based on Short-Term and Long-Term Goals. Other performance targets were not based on the 2020 AOP. Rather, they were based on short-term and long-term goals established by the Compensation Committee. Because these targets are not based on the AOP, it is possible in any given year that the level of expected performance may be above or below the specified performance target for that year. The Project Focus List under the Short-Term Plan is an example of a target based on short-term corporate objectives that the Compensation Committee believes will strengthen performance in the current year or near term. The Special Project Award target under the Long-Term Equity Plan is an example of a target based on long-term corporate objectives that the Compensation Committee believes we should deliver over the long-term, not the performance that is expected in the current year or the near term.

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Each NEO is eligible to receive a short-term incentive award and a long-term incentive award based on a target incentive amount that is equal to a percentage of salary midpoint. However, the final payout may be higher or lower than the targeted amount.

Incentive Compensation Tables. When reviewing the incentive compensation tables beginning on page 18, the following factors should be considered:

•The Compensation Committee considered the factors described above under "Incentive Compensation - Overview" to set the performance criteria and target performance levels for the 2020 incentive compensation awards. The particular performance criteria for 2020 were chosen because they were believed to have a positive correlation with long-term stockholder returns.

•For 2020, the maximum awards under the Short-Term Plan may not exceed 150% of the target award level. The cash-denominated awards under the Long-Term Equity Plan may not exceed 200% 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).

•Achievement percentages are based on the formulas contained in performance guidelines adopted annually by the Compensation Committee. The formulas do not provide for straight-line interpolation from the performance target to the maximum payment target.

•Target awards for each executive are equal to a specified percentage of the executive's 2020 salary midpoint, based on the number of salary points assigned to the position and the appropriate level of incentive compensation targets recommended by Korn Ferry and adopted by the Compensation Committee at that level. The Compensation Committee then increases the target awards under the Long-Term Equity Plan by 15% to account for the immediately taxable nature of the award.

•The plans have a one-year performance period. Final awards are determined after year-end by comparing actual performance to the pre-established performance targets that were set by the Compensation Committee.

•The Compensation Committee, in its discretion, may decrease or eliminate awards. The Compensation Committee, in its discretion, may also increase awards and may approve the payment of awards where business unit performance would otherwise not meet the minimum criteria set for payment of awards, although it rarely does so.

•Short-Term Plan awards are paid annually in cash. Long-Term Equity Plan awards are paid annually as a combination of cash and restricted shares of Class A Common. The cash portion of the award is to satisfy tax withholding requirements. The restricted shares are subject to a holding period of ten years for our NEOs.

•All awards are fully vested when granted.

ROTCE. In 2020, return on total capital employed ("ROTCE") targets were used to determine final payouts for participants under the Short-Term Plan and the Long-Term Equity based on a pre-established formula. ROTCE is calculated from the financial statements as follows:

Earnings Before Interest After-Tax after adjustments

divided by

Total Capital Employed after adjustments

Earnings Before Interest After-Tax is equal to the sum of interest expense, net of interest income, less 23% for taxes (12% for taxes incurred in a legal entity that is eligible to claim percentage depletion), plus net income. Earnings Before Interest After-Tax is then adjusted for any non-recurring or special items. Total Capital Employed is equal to (i) the sum of the average debt and average stockholders' equity less (ii) average consolidated cash. Average debt, stockholders' equity and consolidated cash are calculated by taking the sum of the balance at the beginning of the year and the balance at the end of each of the next 12 months divided by 13, which is then adjusted for any non-recurring or special items.

In calculating the various 2020 incentive compensation performance targets and results, certain adjustments were established by the Compensation Committee at the time the 2020 incentive compensation targets were set, including:

•any tangible or intangible asset impairment;

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•certain litigation expenses;

•environmental expenses, asset retirement obligations, and black lung liability;

•costs relating to valuation allowances against deferred tax assets;

•results attributable to new projects entered into during 2020;

•new restructuring expenses; and

•impacts from certain trusts established to manage legacy liabilities.

The Compensation Committee also made additional adjustments for certain non-recurring or special items that occurred during 2020 and were not known or considered at the time the 2020 AOP was established. For 2020, the Compensation Committee approved adjustments specifically excluding the following items from the calculation of 2020 incentive compensation:

•expenses related to the early termination of the contract mining agreement with Dos Republicas Coal Partnership and the early closure of Camino Real Fuels’ Eagle Pass Mine;

•amounts attributable to vacation payouts that would not normally occur under the Company's policies; and

•certain telehealth benefits that were adopted.

The Compensation Committee determined that the expenses related to the early closure of the Eagle Pass Mine should not adversely affect incentive payments because the early closure was not within the control of the Company and not contemplated at the time the 2020 AOP was established. The Compensation Committee also determined that the expenses related to vacation payouts and telehealth benefits should not adversely affect incentive payments because these were non-recurring measures implemented by the Company so that employees would not lose vacation time because of the inability to travel due to COVID-19 restrictions and would continue to seek medical treatment without the risk of exposure to COVID-19.

Short-Term Incentive Compensation

Depending on the NEO's position, the Short-Term Plan was designed to provide target short-term incentive compensation between 45% and 90% of such NEO's 2020 salary midpoint. The following table shows the short-term target awards and payouts approved by the Compensation Committee for each NEO for 2020:


Named Executive Officer	(A) 2020 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 (%) (1)	(E) = (C) x (D) Short-Term Plan Payout ($)
J.C. Butler, Jr.	$759,100	90%	$683,190	71.4%	$488,124
Carroll L. Dewing	$357,900	45%	$161,055	70.2%	$113,133
John D. Neumann	$337,800	45%	$152,010	72.4%	$110,070

(1)Based on the application of the performance factors, the initial payout factor under the Short-Term Plan was 69.9%. The payout percentages for Messrs. Butler, Dewing and Neumann differ from the percentage initially calculated under the plan terms due to the business unit factors applicable to each executive. Refer to note (4) to the following Short-Term Plan table for the calculation of the payout for 2020.

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The following table shows the performance criteria established by the Compensation Committee for 2020 under the Company's Short-Term Plan to determine final incentive compensation payments for the NEOs.


Performance Criteria	(A) Weighting	Performance Target	Performance Result	(B) Achievement Percentage	(A) x (B) Payout Percentage
Adjusted Operating Profit Dollars	50%	$30,937,187	$21,722,234	40.4%	20.2%
Project Focus List (1)	35%	—	—	109.3%	38.3%
MLMC Adjusted ROTCE (2)	10%	—	—	47.5%	4.8%
Centennial Cash Flow (3)	5%	—	—	131.8%	6.6%
Final Payout Percentage - NACoal					69.9%
Final Payout Percentage - Mr. Butler (4)					71.4%
Final Payout Percentage - Mr. Dewing (4)					70.2%
Final Payout Percentage - Mr. Neumann (4)					72.4%

(1)We do not disclose the Project Focus List targets or results due to their competitively sensitive nature. They are highly specific, task-oriented goals which focus on the Company's efforts to protect its existing business and grow and diversify. Among other things, they identify specific future projects, customers and contracts. During 2020, the following factors influenced the Compensation Committee's rating of the Company's performance on the Project Focus List performance factor: (i) improving Mississippi Lignite Mining Company ("MLMC")'s projected ROTCE; (ii) continuing to identify and evaluate opportunities to grow the North American Mining ("NAMining") business; (iii) identifying and evaluating opportunities to protect our coal mining business, such as assisting with variable cost dispatch strategies; (iv) identifying and pursuing strategies to optimize value of existing owned oil and gas interests and identifying execution plans to build our minerals management business through Catapult Partners; (v) advancing development of Mitigation Resources of North America ("MRNA") in the stream and wetland mitigation banking business; and (v) pursuing opportunities to leverage reserves or develop new mines. For 2020, the Compensation Committee believed that NACCO could meet certain targets outlined in the 2020 Project Focus List since they were designed to be reasonably achievable with strong management performance.

(2)We do not disclose the MLMC return on total capital employed ("ROTCE") target or result due to their competitively sensitive nature. Virtually all of the coal produced by MLMC is sold to its customer for use in the adjacent power plant. As such, MLMC's revenues are highly dependent on the power plant's mechanical availability and its dispatch on the electrical grid. For 2020, the Compensation Committee believed the Company could meet this target, since it was designed to be reasonably achievable with strong management performance.

(3)Centennial Natural Resources, LLC ("Centennial") is a subsidiary of NACoal. The Compensation Committee believes that Centennial Cash Flow is a useful measure of performance because it measures the extent to which management is able to generate cash income to cover Centennial cash expenses. Centennial Cash Flow does not have any standardized meaning prescribed by U.S. generally accepted accounting principles and, therefore, may not be comparable to similar measures used by other companies. We defined this performance factor as earnings before interest, taxes, depreciation and amortization, excluding non-cash adjustments, which include tangible or intangible asset impairment charges and changes to the asset retirement obligation due to changes in assumptions and accretion, plus proceeds from the sale or other disposition of any Centennial related assets or supply inventory under the care and custody of Centennial, less capital expenditures, gain/loss on the sale of any Centennial related assets or supply inventory under the care and custody of Centennial, reclamation spending for asset retirement obligations, costs associated with transferring long-term obligations to third parties, and advance royalty payments. We do not disclose the Centennial Cash Flow targets or results due to their competitively sensitive nature. For 2020, the Compensation Committee believed the Company could meet this target, since it was designed to be reasonably achievable with strong management performance.

(4)Based on the application of the performance factors, the initial payout factor under the Short-Term Plan was 69.9%. This factor was then multiplied by the sum of all participants' 2020 short-term award targets, which determined the amount of a maximum payment sub-pool under the Short-Term Plan. As required under the negative discretion guidelines adopted by the Compensation Committee under the Short-Term Plan, the maximum payment sub-pool was then allocated among eligible participants based on each participant's respective business unit factors related to environmental and safety measures. Mr. Butler's business unit factor is a corporate factor which is an average of all business units. Messrs. Dewing's and Neumann's business unit factors are a portion of the corporate factor and certain business units over which each has responsibility. After applying the formula to all participants, the final short-term

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payment as a percentage of target award was as follows for the participating NEOs: (i) Mr. Butler 71.4%; (ii) Mr. Dewing 70.2%; (iii) Mr. Neumann 72.4%.

Long-Term Incentive Compensation

The purpose of our long-term incentive compensation is to enable senior management employees to accumulate capital through future managerial performance, which the Compensation Committee believes contributes to the future success of our businesses. Our long-term incentive program requires long-term commitment on the part of our senior management employees, and cash withdrawals or stock sales are generally not permitted for a number of years. Award shares issued under the plan have a holding period of three, five, or ten years, as determined by the Compensation Committee. The Compensation Committee has determined that the ten-year holding period applies to all award shares issued to Messrs. Butler, Dewing and Neumann. Thus, the awarded amount is effectively invested in the Company for an extended period which encourages our executives to focus on our long-term profitability and strengthens the tie between stockholders' and the 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 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.

Target awards under the Long-Term Equity Plan are initially expressed in a dollar amount equal to a percentage of the participant's salary midpoint based on the number of salary points assigned to the executive's position and the long-term incentive compensation targets for that salary point level recommended by Korn Ferry and adopted by the Compensation Committee. The Compensation Committee then increases these amounts by 15% to account for the immediately taxable nature of the equity awards.

Approximately 65% of the award is distributed in shares of restricted stock and the remaining 35% is distributed in cash to approximate the income tax withholding obligation for the stock. The full amount of the award, including the fair market value of the restricted shares on the date of grant, is fully taxable to the participant. The actual number of shares of stock issued 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:

•The average closing price of our Class A Common on the NYSE at the end of each week during the 2019 calendar year (or such other previous calendar year as determined by the Compensation Committee no later than the 90th day of the award year); or

•The average closing price of our Class A Common on the NYSE at the end of each week during the 2020 award year.

Participants have all of the rights of a stockholder, including the right to vote and receive dividends upon receipt of the shares. However, the award shares are subject to transfer restrictions for a period of up to ten years from the last day of the award year. The transfer restrictions lapse earlier in the event of (i) the participant's death or permanent disability or (ii) three years (or earlier with the approval of the Compensation Committee) from the date of retirement. The Compensation 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 2020.

Any gain participants realize in the long-run from awards that are issued under the Long-Term Equity Plan depends on what management does to drive the financial performance of the Company and increase the stock price. This is because the restricted shares of Class A Common that are awarded to NEOs under the Long-Term Equity Plan generally may not be transferred for a period of ten years following the last day of the award year. During the holding period, the ultimate value of the shares is subject to change based on the value of the shares of stock. The value of the award is enhanced as the value of the stock increases or is reduced as the value of the stock decreases. Thus, the awards provide the executives with an incentive over the holding period to increase the value of the Company, which is expected to lead to long-term returns to stockholders. The Compensation Committee believes that this encourages our executives to maintain a long-term focus on our profitability, which is also in the Company's best interests.

As a result of the annual equity grants under the Long-Term Equity Plan and the corresponding transfer restrictions, the number of shares of stock that an executive holds generally increases each year. Consequently, executives will continue to have or accumulate exposure to long-term Company performance notwithstanding any short-term changes in the price of shares

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of Class A Common. This increased exposure strongly aligns the long-term interests of our NEOs with those of other stockholders.

Depending on the NEO's position, the Long-Term Equity Plan was designed to provide target long-term incentive compensation between 50% and 160% of his 2020 salary midpoint (57.5% and 184% including a 15% increase in target percentages to reflect the immediately taxable nature of the equity awards). The table below shows the long-term target awards and payouts approved by the Compensation Committee for each NEO for 2020:


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.	$759,100	184%	$1,396,744	77.0%	$1,075,493	$1,005,569
Carroll L. Dewing	$357,900	63.25%	$226,372	77.0%	$174,306	$162,974
John D. Neumann	$337,800	57.5%	$194,235	77.0%	$149,561	$139,837

(1)The target percentages for participants in the Long-Term Equity Plan include a 15% increase from the Korn Ferry-recommended long-term plan target awards that the Compensation Committee applies each year to account for the immediately taxable nature of the Long-Term Equity Plan awards.

(2)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 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 restricted shares of Class A Common (approximately 65%). The actual number of shares of stock issued are determined by taking the dollar value of the stock component of the award and dividing it by the lower of the average share price during the 2020 performance period or the preceding calendar year. For 2020, the price of NACCO Class A Common, the Compensation Committee defined the "average share price" for this purpose as the lower of (i) the average NACCO Class A Common share price for 2019, which was $47.18 or (ii) the average of the NACCO Class A Common share price for 2020, which was $28.423. The amount shown in column (F) is the sum of (i) the cash distributed and (ii) the grant date fair value of the stock that was distributed for the 2020 Long-Term Equity Plan awards. This amount is computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). See Note (2) to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 for more information regarding the accounting treatment of our equity awards. This is the same amount that is disclosed in the Summary Compensation Table on page 26. The shares were valued on the date on which the Long-Term Equity Plan awards were approved by the Compensation Committee. The difference in the amounts disclosed in columns (E) and (F) is due to the fact that the number of shares issued in Column (E) was calculated using the formula share price of $28.423 (explained above), while the grant date fair value in Column (F) was calculated using $25.580, which is the average of the high and low share price on the date the shares were granted.

The following table shows the information for awards granted to NEOs under the Long-Term Equity Plan for 2020:


Performance Criteria	(A) Weighting	Performance Target	Performance Result	(B) Achievement Percentage	(A) x (B) Payout Percentage
Consolidated NACCO ROTCE (1)	70%	14.6%	11.9%	85.3%	59.7%
Special Project Award (2)	30%	$—	—	—	17.3%
Final Payout Percentage					77.0%

(1)For the 2020 performance period, the Company's ROTCE is calculated as: (i) Earnings Before Interest After-Tax after adjustments divided by (ii) Total Capital Employed after adjustments. Earnings Before Interest After-Tax is equal to the sum of interest expense, net of interest income, less 23% for taxes (12% for taxes incurred in a legal entity that is eligible to claim percentage depletion), plus consolidated net income from continuing operations. Total Capital Employed is equal to (i) the sum of the average debt and average stockholders' equity less (ii) average consolidated cash. Average debt, stockholders' equity and consolidated cash are calculated by taking the sum of the balance at the beginning of the year and the balance at the end of each of the next twelve months divided by thirteen. ROTCE is calculated from the Company's financial statements as described on pages 17-18.

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(2)The Special Project Award is calculated based on the present value of new or extended projects (determined based on the forecasted after-tax cash flow over the life of the project based on the contract terms, including a present value calculation over the life of the contract) against a pre-determined target established by the Compensation Committee for the award year. This table does not include the Special Project Award targets or results due to the competitively sensitive nature of that information. For 2020, the Compensation Committee believed that the Company could meet this target since it was designed to be reasonably achievable with strong management performance.

Other Compensation of Named Executive Officers

Discretionary Restricted Stock Awards. The Company also maintains the NACCO Industries, Inc. Supplemental Executive Long-Term Incentive Bonus Plan (the "Supplemental Equity Plan"), which gives the Compensation Committee the flexibility to provide additional discretionary equity compensation. The Compensation Committee did not grant any awards under this plan for services performed in 2020.

Discretionary Cash Bonuses. The Compensation Committee has the authority to grant, and has from time to time granted, discretionary cash bonuses to employees, including the NEOs, in addition to the incentive compensation described above. The Compensation 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 our incentive plans. No discretionary cash bonuses were awarded to the NEOs for 2020 performance. However, as discussed in more detail below, the Compensation Committee approved a make-whole payment to account for the lost matching and profit sharing contributions to the Excess Plan, and 2020 was the first year of the make-whole payments. Mr. Butler was the only NEO to receive a make-whole payment.

Retirement Plans. The NEOs do not currently accrue any defined benefit pension benefits. Mr. Dewing is entitled to receive payments from a frozen qualified pension plan and a frozen nonqualified pension plan as indicated in the Pension Benefits Table on page 31.

We provide the NEOs and our other full-time employees with defined contribution retirement benefits. Employer contributions are designed to provide employees with competitive retirement income. The Compensation Committee believes that the target level of retirement benefits gives us the ability to attract and retain talented management employees at the senior executive level and below.

In general, the NEOs and other senior management employees receive the same retirement benefits as all other non-union employees. However, the benefits that are provided to the NEOs and other senior management employees are provided under a combination of qualified and nonqualified defined contribution plans, while the benefits that are provided to other employees are provided only under qualified plans. The Excess Plan provides retirement benefits that would have been provided under the qualified plan, but that cannot be provided due to various Internal Revenue Service limits and non-discrimination requirements.

Our qualified defined contribution plan contains the following three types of benefits: (i) employee deferrals; (ii) matching contributions; and (iii) profit sharing contributions. The compensation that is taken into account under the plan generally includes base salary and short-term incentive payments, but excludes most other forms of compensation, including long-term incentive compensation and other discretionary payments. The Excess plan contains the same three types of benefits, but does not include short-term incentive payments as compensation taken into account for determining these benefits.

Under the plans, eligible employees may elect to defer up to 25% of compensation. For 2020, the NEOs received employer matching contributions equal to 5% of compensation. Eligible employees also receive a profit sharing contribution equal to 6.0% of compensation and 5.7% of compensation in excess of the Social Security Wage Base for the year.

The NEOs are each 100% vested in their retirement benefits. Benefits under the qualified plan are payable at any time following a termination of employment. Participants have the right to invest their qualified plan account balances among various investment options that are offered by the plan's trustee. Participants can elect various forms of payment including lump sum distributions, partial withdrawals and installments.

Under the Excess Plan:

•Participants' account balances are credited with interest during the year based on the rate of return of the Vanguard Retirement Savings Trust fixed income fund, which is one of the investment funds under the qualified plans (14% maximum);

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•The amounts credited under the Excess Plan each year are paid prior to March 15th of the following year to avoid regulatory complexities and eliminate the risk of non-payment to the executives based on the unfunded nature of the Excess Plan; and

•The amounts credited under the Excess Plan (other than the portion of the employee deferrals that are in excess of the amount needed to obtain a full employer matching contribution) are increased by 15% to reflect the immediately taxable nature of the payments.

Other Benefits. All U.S. employees, including the NEOs, participate in a variety of health and welfare benefit plans that are designed to enable us to attract and retain our workforce in a competitive marketplace.

Perquisites and Other Personal Benefits. Although we provide limited perquisites and other personal benefits to certain executives, we do not believe these perquisites and other personal benefits constitute a material component of the executive officer's compensation package. The modest amount of cash paid to the NEOs in lieu of perquisites in 2020 is separately disclosed in the table on page 15 and the limited non-cash perquisites are disclosed in note (7) to the Summary Compensation Table on page 26.

No Individual Employment or Severance Agreements. None of the NEOs has an employment agreement that provides for a fixed period of employment, fixed positions or duties, or for a fixed base salary or actual or target incentive bonus.

Upon an NEO's termination of employment with us for any reason, the NEOs (and all other employees) are entitled to:

•Amounts earned during their term of employment, including earned but unpaid salary and accrued but unused vacation and holiday pay; and

•Benefits that are provided under the retirement plans, incentive plans, and Excess Plan.

There are no individual severance contracts with any of the NEOs. Upon termination of employment in certain circumstances and in accordance with the terms of the plans, the NEOs are only entitled to severance pay and continuation of certain health benefits provided under broad-based severance pay plans that are generally available to all salaried employees that provide benefits for a stated period of time based on length of service, with various maximum time periods. The Compensation 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.

Limited Change in Control Benefits for All Employees. In order to advance the compensation objective of attracting, retaining and motivating qualified management, the Compensation Committee believes that it is appropriate to provide limited change in control protections to our employees. Our NEOs have the same protections as other senior management employees. In the event of a change in control, we provide for:

•The payment of accrued benefits under our retirement plans; and

•The payment of a pro-rata target award under the current year's incentive plans.

The Compensation Committee believes that:

•These change in control payment provisions are appropriate to assure payment to the executives due to the unfunded nature of the benefits provided under these plans.

•The skills, experience and services of our key management employees are a strong factor in our success and the occurrence of a change in control transaction would create uncertainty for these employees.

•Some key management employees would consider terminating employment in order to trigger the payment of their unfunded benefits if an immediate payment is not made when a change in control occurs and our limited change in control payment triggers are designed to encourage key management employees to remain employed during and after a change in control.

Importantly, these change in control provisions are not employment agreements and do not guarantee employment for any of the executives for any period of time. In addition, none of the change in control payments will be "grossed up" for any excise taxes imposed on the executives as a result of the receipt of payments upon a change in control.

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For a further discussion of the potential payments that may be made to the NEOs in connection with a change in control, see "Potential Payments Upon Termination/Change in Control" beginning on page 28.

Tax and Accounting Implications

Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") ("Section 162(m)") generally provides that a publicly traded company may not deduct compensation of more than $1 million per person that is paid in the year to certain current or former executive officers.

While the Compensation Committee considers the application of Section 162(m) when making compensation decisions, it maintains the flexibility to compensate executive officers based on an overall determination of what it believes is in the best interests of the Company and its stockholders, even if all or a portion of the compensation is determined not to be deductible under applicable law. The Compensation Committee believes that the tax deduction limitation should not be permitted to compromise our ability to design and maintain executive compensation arrangements that will attract and retain the executive talent to compete successfully.

Accounting for Stock-Based Compensation. We account for stock-based payments in accordance with the requirements of FASB ASC Topic 718. Based on FASB ASC Topic 718, the grant date of the awards under the Long-Term Equity Plan for this purpose is the date on which the award shares are issued, which occurs in the year following the year in which the shares are earned. See note (2) to the Company's audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 for more information regarding accounting treatment of our equity awards.

Other Policies and Considerations

Assessment of Risks in our Compensation Program. As part of its oversight, the Compensation Committee considers the impact of the Company's compensation program on the Company's risk profile. The Committee directed management to annually undertake a detailed risk assessment of our compensation programs. Each year, management reviews our pay practices and incentive programs to identify any potential risks to the Company. Our pay philosophy provides an effective balance of base salary and incentive compensation; short-term and long-term performance measures; and financial and non-financial performance measures and allows for the use of Compensation Committee discretion. Further, the Company has policies to mitigate compensation-related risk, including lengthy holding periods for long-term equity awards; stated payment caps; insider-trading prohibitions and independent Compensation Committee oversight. The Compensation Committee agreed with the findings of management's assessment for 2020 that (1) our compensation programs are effectively designed to help mitigate conduct that is inconsistent with building long-term value of the Company and (2) the risks arising from the Company's compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Stock Ownership Guidelines. While the Company encourages the executive officers to own shares of Class A Common, it does not have any formal policy requiring the executive officers to own any specified amount of Class A Common. However, the shares of Class A Common granted under the Long-Term Equity Plan generally must be held for a period of up to ten years, which can result in the executive officers being required to hold a significant accumulation of Class A Common during their careers.

Role of Executive Officers in Compensation Decisions. Our management, in particular the President and CEO of the Company, reviews our goals and objectives relevant to the compensation of our executive officers. The President and CEO of the Company annually reviews the performance of each executive officer (other than the President and CEO whose performance is reviewed by the Compensation Committee) and makes recommendations based on these reviews, including with respect to salary adjustments and incentive compensation award amounts, to the Compensation Committee. In addition to the President and CEO's recommendations, the Compensation Committee considers recommendations made by Korn Ferry, our independent outside compensation consultant, which bases its recommendations upon an analysis of similar positions at a broad range of domestic industries, as well as an understanding of our policies and objectives, as described above. The Compensation Committee may exercise its discretion in modifying any recommended adjustments or awards to executive officers. After considering these recommendations, the Compensation Committee determines the base salary and incentive compensation levels for the executive officers, including each NEO, and any additional discretionary payments.

Impact of "Say-on-Pay" Stockholder Vote

When setting executive compensation for 2021, the Compensation Committee took into account the results of the stockholder advisory vote on NEO compensation that occurred at our 2020 annual meeting of stockholders. At that meeting, we again received strong support for our compensation program, with approximately 98% of the votes cast approving our NEO

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compensation. Stockholders chose an annual say on pay frequency at our 2020 annual meeting, with the next pay frequency vote occurring at our 2023 annual meeting. The Compensation Committee believes that this overwhelming support reinforces the philosophy and objectives of our executive compensation program and applied the same principles in determining the amounts and types of executive compensation for 2020, and did not make any changes to our program as a direct result of the say-on-pay vote results.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the Company's management. Based on these reviews and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC.

JOHN P. JUMPER MICHAEL S. MILLER RICHARD DE J. OSBORNE

Chairman

DENNIS W. LABARRE ROBERT S. SHAPARD

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Summary Compensation Table

The following table sets forth the compensation for services of our NEOs in all capacities to the Company and its subsidiaries for the 2020 and 2019 fiscal years:

SUMMARY COMPENSATION TABLE

For Fiscal Year Ended December 31, 2020


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 of NACCO and President and CEO of NACoal	2020	$	752,917	$	111,021	$	629,140	$	864,553	$	20,457	$	205,644	$	2,583,732
	2019	$	709,100	$	—	$	1,342,009	$	1,292,324	$	36,064	$	279,548	$	3,659,045
Carroll L. Dewing; Vice President, Operations of NACoal	2020	$	363,802	$	—	$	101,962	$	174,145	$	45,607	$	94,059	$	779,575
Carroll L. Dewing; Vice President, Operations of NACoal	2019	$	342,575	$	—	$	186,985	$	248,219	$	87,511	$	92,111	$	957,401
John D. Neumann; Vice President, General Counsel and Secretary of NACCO and NACoal	2020	$	361,086	$	—	$	87,484	$	162,423	$	8,604	$	94,098	$	713,695
	2019	$	351,035	$	—	$	176,589	$	240,566	$	44,061	$	90,988	$	903,239

(1)The amounts reported under the "Salary" column include both base salary and the perquisite allowance.

(2)The amount reported under the "Bonus" column is a make-whole payment the Company paid to affected participants of the Excess Plan, which was amended to exclude payments from the Short-Term Plan as compensation under the plan. The amendment prevented participants from deferring amounts from their short-term incentive payments and from receiving matching and profit sharing contributions on those deferrals. This amendment was made to comply with Section 409A of the Internal Revenue Code after the Company terminated certain nonqualified deferred compensation plans. The Compensation Committee approved a make-whole payment to account for the missed matching and profit sharing contributions so that participants' benefits were not significantly reduced through no fault of the participants.

(3)The amounts reported in the Stock Awards column are the grant date fair value of the stock issued under the Long-Term Equity Plan computed in accordance with FASB ASC Topic 718. Refer to the table on page 21 under "Long-Term Incentive Compensation" to determine the target long-term awards, as well as the cash-denominated award payouts for 2020 under the Long-Term Equity Plan.

(4)The amounts listed for 2020 are the cash payments under the Short-Term Plan and the cash portion (approximately 35%) of the award under the Long-Term Equity Plan.

(5)Amounts listed in this column include the aggregate increase in the actuarial present value of accumulated plan benefits under our frozen defined benefit pension plans, as described in the Pension Benefits Table on page 31. $0 is included for Messrs. Butler and Neumann because they do not participate in any of our frozen pension plans. For 2020, $36,808 is included for Mr. Dewing.

(6)Amounts listed in this column reflect the interest that is in excess of 120% of the long-term applicable federal rate, compounded monthly, that was credited to the NEOs' accounts under the plans described in the Nonqualified Deferred Compensation Table on page 30.

(7)All other compensation earned during 2020 for each of the NEOs is as follows:

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	J.C. Butler, Jr.	Carroll L. Dewing	John D. Neumann
Employer Qualified Matching Contributions	$14,250	$14,250	$14,250
Employer Excess Plan Matching Contributions	$32,940	$12,705	$12,428
Employer Qualified Profit Sharing Contributions	$23,250	$23,250	$23,250
Employer Excess Plan Profit Sharing Contributions	$77,080	$31,975	$31,328
Employer Paid Life Insurance Premiums	$4,392	$3,115	$3,104
Perquisites and Other Personal Benefits (1)	$450	$0	$450
Tax Gross-Ups (2)	$293	$0	$0
Other (3)	$52,989	$8,764	$9,288
Total	$205,644	$94,059	$94,098

(1)Perquisites are airline club memberships.

(2)Tax Gross-Ups are for service awards received in 2020.

(3)Amounts listed in "Other" include employer-paid premiums for disability benefits for all NEOs, personal excess liability insurance for Messrs. Butler and Neumann, a service award (which was grossed up) for Mr. Butler, and payout of float holidays for Messrs. Dewing and Neumann. Employer-paid premiums for disability benefits were $50,736 for Mr. Butler, $6,860 for Mr. Dewing, and $4,833 for Mr. Neumann.

Grants of Plan-Based Awards

The following table sets forth information concerning all awards granted to the NEOs for fiscal year 2020. There are no estimated payouts in the future under our incentive plans.

GRANTS OF PLAN-BASED AWARDS

For Fiscal Year Ended December 31, 2020

(A)
Estimated Future or
Possible Payouts Under
Non-Equity Incentive Plan Awards

(B)
Estimated Future or
Possible Payouts Under
Equity Incentive Plan
Awards

All Other Stock Awards
Number of Shares of Stock

Grant Date
Fair Value of
Stock Awards (2)
($)

Name

Grant
Date

Plan Name (1)

Target
($)

Maximum
($)

Target
($)

Maximum
($)

(#)

J.C. Butler, Jr.

N/A

Short-Term Plan

(3)

$683,190

$1,024,785

N/A

2/22/2021

Long-Term Equity Plan

(4)

$488,860

$977,721

$907,884

$1,815,767

N/A

$629,140

Carroll L. Dewing

N/A

Short-Term Plan

(3)

$161,055

$241,583

N/A

2/22/2021

Long-Term Equity Plan

(4)

$79,230

$158,460

$147,142

$294,284

N/A

$101,962

John D. Neumann

N/A

Short-Term Plan

(3)

$152,010

$228,015

N/A

2/22/2021

Long-Term Equity Plan

(4)

$67,982

$135,965

$126,253

$252,505

N/A

$87,484

(1)There are no minimum or threshold payouts under any of our incentive plans.

(2)Amounts in this column reflect the grant date fair value of shares of stock that were granted and initially issued under the Long-Term Equity Plan determined in accordance with FASB ASC Topic 718. These amounts are also reflected in the Summary Compensation Table.

(3)Awards under the Short-Term Plan are based on a one-year performance period that consists solely of the 2020 calendar year. The awards are paid out as soon as practicable after they are approved by the Compensation Committee. Therefore, there is no payout opportunity for post-2020 years under this plan. The amounts disclosed are the target and maximum awards that were established by the Compensation Committee in February 2020. The amount the NEOs actually received is disclosed in the Summary Compensation Table on page 26.

(4)Awards under the Long-Term Equity Plan are based on a one-year performance period that consists solely of the 2020 calendar year. The awards are paid out, partially in restricted stock and partially in cash, as soon as practicable after they are approved by the Compensation Committee so there is no payout opportunity for post-2020 years under the plan. The stock portion of the awards is subject to transfer restrictions, generally for a period of 10 years from the last day of the performance period, as described under the "Long-Term Incentive Compensation" section beginning on

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page 20. The amounts disclosed are the dollar values of the target and maximum awards that were established by the Compensation Committee in February 2020. The targets listed include the 15% increase to account for the immediately taxable nature of the equity awards and were calculated using a 200% maximum award value. The 35% cash portion of the award is listed in column (A) of this table. The 65% stock portion of the award is listed in column (B) of this table. The amount the NEOs actually received is disclosed in the Summary Compensation Table on page 26.

Equity Compensation

All salaried employees in salary grades 14 and above, including the NEOs, participated in the Long-Term Equity Plan. All employees are also eligible to receive discretionary equity awards under the Supplemental Equity Plan. All awards are based on one-year performance periods and are immediately vested and paid when approved by the Compensation Committee. Therefore, no equity awards remain outstanding for the year ended December 31, 2020.

Awards under the Long-Term Equity Plan are paid partially in cash and partially in the form of fully vested shares of restricted stock that are subject to transfer restrictions generally for a period of up to ten years from the last day of the performance period. Refer to "Long-Term Incentive Compensation" beginning on page 20 and note (4) of the "Grants of Plan-Based Awards" table on page 27 for additional information regarding our equity awards. Refer to "Incentive Compensation" beginning on page 16 for additional information regarding our other incentive awards referenced in the "Grants of Plan-Based Awards" table. Refer to "Compensation Policy and Methodology - Total Target Compensation" on page 14 for additional information regarding the amount of salary and bonus compensation in proportion to total compensation.

The following table reflects the stock awards issued under the Long-Term Equity Plan for 2020 performance. No stock awards were issued under the Supplemental Equity Plan for services in 2020.

STOCK VESTED

For Fiscal Year Ended December 31, 2020


Named Executive Officer	Number of Shares Acquired on Vesting (#) (1)	Value Realized on Vesting ($) (1)
J.C. Butler, Jr.	24,595	$629,140
Carroll L. Dewing	3,986	$101,962
John D. Neumann	3,420	$87,484

(1) The value realized on vesting is the average of the high and low price of Class A Common ($25.580) on the February 22, 2021 grant date under the Long-Term Equity Plan for the 2020 awards, multiplied by the number of award shares received when granted, which is also the vesting date.

Potential Payments Upon Termination/Change in Control

As discussed in more detail under "Limited Change in Control Benefits for All Employees" on page 23, the following change in control provisions are contained in our incentive plans and retirement plans as applied to the NEOs:

•The account balances as of the date of the change in control in the NACoal Long-Term Plan will be paid in a lump sum payment in the event of a change in control of the Company or the participant's employer; and

•Participants will also receive a pro-rated target award for the year of the change in control under our incentive plans.

For purposes of calculating the amount of any potential payments to the NEOs under the table below, we have assumed that a change in control occurred on December 31, 2020. However, there can be no assurance 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.

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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.	$2,079,934	$2,079,934
Carroll L. Dewing	$387,427	$387,427
John D. Neumann	$346,245	$346,245

(1)This column reflects the award targets under the 2020 incentive plans for the NEOs. Under the change in control provisions of the plans, the NEOs would have been entitled to receive their award targets for 2020 if a change in control had occurred on December 31, 2020. Awards under the Long-Term Equity Plan are denominated in dollars and the amounts shown in the above-table reflect the dollar-denominated 2020 target awards. As described in note (4) to the Grants of Plan-Based Awards Table, Messrs. Butler, Dewing and Neumann would receive approximately 35% of the value of the award in cash, and the remainder in shares of restricted Class A Common.

(2)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 under Section 409A of the Code:

(A) An acquisition of more than 50% of the voting securities of the Company (for those plans that cover the employees of the Company) or the voting securities of the subsidiary (for those plans which cover the employees of the subsidiary); other than acquisitions directly from the Company or the subsidiary, as applicable, involving (i) any employee benefit plan; (ii) the Company; (iii) the applicable subsidiary or one of its affiliates; or (iv) the parties to the stockholders' agreement discussed under "Amount and Nature of Beneficial Ownership - Class B Common Stock" on page 54.

(B) 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.

(C) 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 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.

(D) 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: (i) 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 (ii) at the time of the execution of the initial agreement, or of the action of the Board of the Company providing for such business combination, at least a majority of the members of the Board of the Company were incumbent Directors.

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Nonqualified Deferred Compensation Benefits

Refer to "Retirement Plans" on page 22 for a detailed description of our nonqualified deferred compensation plans. The following table sets forth information concerning benefits earned by, and paid to, the NEOs under our nonqualified defined contribution, deferred compensation plans.

NONQUALIFIED DEFERRED COMPENSATION

For Fiscal Year Ended December 31, 2020


Name	Applicable Plan	Executive Contributions in 2020 ($) (1)	Employer Contributions in 2020 ($) (2)	Aggregate Earnings in 2020 ($) (2)	Aggregate Withdrawals/ Distributions in 2020 ($)	Aggregate Balance at December 31, 2020 ($) (6)
J.C. Butler, Jr.	NACoal Excess Plan	$52,704	$110,020	$22,292	$347,900	$185,016
Carroll L. Dewing	NACoal Excess Plan	$79,582	$44,680	$9,977	$169,441	$134,239
	NACoal Long-Term Plan	$0(3)	$0(4)	$2,001	$307,988(5)	$0(5)
John D. Neumann	NACoal Excess Plan	$56,871	$43,756	$9,601	$112,477	$110,229
	NACoal Long-Term Plan	$0(3)	$0(4)	$1,890	$290,923	$0(5)

(1)These amounts, which were otherwise payable in 2020 but were deferred at the election of the NEOs, are included in the 2020 Summary Compensation Table.

(2)All employer contributions and the "above-market earnings" portion (i.e., the interest earned in excess of 120% of the long-term applicable federal rate) of the amounts shown in the "Aggregate Earnings" column are also included in the 2020 Summary Compensation Table.

(3)No employee contributions are made to the NACoal Long-Term Plan.

(4)The NACoal Long-Term Plan was terminated in February 2018. NACoal employees who previously participated in the NACoal Long-Term Plan now participate in the Long-Term Equity Plan.

(5)The NACoal Long-Term Plan was established in 2016. The NACoal Long-Term Plan was terminated on February 14, 2018. 2016 Awards were distributed in December 2019. 2017 Awards were distributed in February 2020. All benefits under the NACoal Long-Term Plan have been distributed.

(6)For the Excess Plan Aggregate Balance, $183,182 of Mr. Butler's account balance, $133,061 of Mr. Dewing's account balance and $109,232 of Mr. Neumann's account balance are reported as 2020 compensation in the 2020 Summary Compensation Table. Because the entire account balance under the Excess Plan is paid out each year, none of their current account balance was previously reported in prior Summary Compensation Tables.

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Defined Benefit Pension Plans

The following table sets forth information concerning defined benefit pension benefits earned by, and paid to, the NEOs under our frozen qualified and nonqualified pension plans:

PENSION BENEFITS

As of Fiscal Year Ended December 31, 2020

Named Executive Officer

Plan Name

Number of Years Credited Service
(#)

Present Value of Accumulated Benefit
($)(1)

Payments During Last Fiscal Year
($)

J.C. Butler, Jr.

N/A (2)

N/A

John D. Neumann

N/A (2)

N/A

Carroll L. Dewing (3)

Coteau Plan

25.92

$690,136

SERP

25.92

$48,098

(1)The amounts shown were determined as of December 31, 2020, which is the measurement date used in the Company's financial statements for pension benefits. In determining the amounts shown, the following material assumptions were used for the plans:

•A discount rate of 2.44% for The Coteau Properties Company Pension Plan (the "Coteau Plan") and 2.02% for The North American Coal Corporation Supplemental Retirement Benefit Plan ("SERP");

•The Pre-2012 mortality table, projected generationally with scale MP2020 with no adjustments (Coteau Plan) and Pre-2012 mortality table, projected generationally with scale MP2020, with white collar adjustments (SERP); and

•The assumed retirement age for all plans is the earlier of (i) the plan's stated normal retirement age or (ii) the earliest age at which retirement benefits are available without reduction for age, with no pre-retirement decrement.

(2)Messrs. Butler and Neumann never participated in any of our frozen pension plans.

(3)Mr. Dewing earned a pension benefit under the Coteau Plan from January 29, 1979 through December 31, 2004. He also earned a non-qualified pension benefit under the SERP. While his pension benefits were frozen on December 31, 2004, his pension benefits were increased by a cost-of-living adjustment through December 31, 2013. His pension is computed under the following formula: (1) 1.1% of "final average pay" multiplied by years of credited service up to 30, plus (2) 0.5% of final average pay multiplied by years of credited service in excess of 30. Additional benefits are paid for earnings in excess of "covered compensation" taken into account for federal Social Security purposes. "Final average pay" is his average annual earnings for the highest five years during the last ten years prior to the freeze date. Mr. Dewing is 100% vested and may start his unreduced pension following his termination of employment. Pensionable earnings included only base salary, cash in lieu of perquisites and short-term incentive compensation payments and excluded all other forms of compensation. The normal form of payment is a single life annuity for unmarried participants and a 50% or 75% joint and survivor annuity for married participants. Other forms of annuity payments are also available. Annuity benefits are reduced to reflect the survivorship protection.

CEO Pay Ratio

For 2020, we calculated the ratio of the annual total compensation of Mr. Butler, our President and CEO ("CEO Compensation"), to the median of the annual total compensation of all of our employees (other than Mr. Butler) ("Median Annual Compensation") in accordance with SEC requirements. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below.

We identified the median employee ("Median Employee") by examining the total cash compensation for approximately 2,067 individuals, excluding Mr. Butler, employed by the Company and its subsidiaries on October 31, 2020. For that purpose, we examined the total cash compensation for such individuals for the period January 1, 2020 to October 31, 2020. In this examination, we included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and we did not annualize the

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compensation for any employees that were not employed by us for all of 2020. We also did not exclude any employees from this examination and did not utilize any statistical sampling or cost-of-living adjustments for purposes of this pay ratio disclosure. We believe the use of total cash compensation for all employees for that period to identify the Median Employee is a consistently applied compensation measure permitted under SEC requirements because we do not widely distribute annual equity awards to employees.

We calculated annual total compensation for 2020 for the Median Employee using the same methodology we use for our NEOs as set forth in the 2020 Summary Compensation Table; the Median Annual Compensation was determined to be $119,174. Mr. Butler served as our President and CEO throughout 2020. CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Butler under the 2020 Summary Compensation Table for the 2020 fiscal year, which is $2,583,732. As a result, the ratio of CEO Compensation to Median Annual Compensation for 2020 was 22:1.

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PART III - PROPOSALS TO BE VOTED ON AT THE 2021 ANNUAL MEETING

PROPOSAL 1 - ELECTION OF DIRECTORS

Director-Nominee Information

Our Board has nominated twelve Directors for election at the Annual Meeting. The Directors will hold office from election until the next annual meeting and until their successors are elected or until their death, resignation or removal. All of the nominees named in the following table are currently Company Directors who were elected at our 2020 annual meeting of stockholders, with the exception of Robert S. Shapard. Robert S. Shapard was recommended to our NCG Committee for appointment to the Board by John P. Jumper and was subsequently recommended by the NCG Committee to the Board and appointed by the Board, effective September 9, 2020.

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. However, if 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. We have also highlighted certain notable qualifications and skills that led our Board to the conclusion that each of them 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 Director has also demonstrated a strong commitment of service to the Company.



			J.C. Butler, Jr.: Age 60; Director Since 2017
			President and CEO of the Company from September 2017 to present. President and CEO of NACoal from prior to 2016 to present. Senior Vice President - Finance, Treasurer and Chief Administrative Officer of the Company from prior to 2016 to September 2017. Director of Hyster-Yale Materials Handling Group, Inc. ("Hyster-Yale") from prior to 2016 to present and of Hamilton Beach Brands Holding Company ("HBBHC") from September 2017 to present. Director of Midwest AgEnergy Group, a developer and operator of ethanol facilities in North Dakota, from prior to 2016 to present. 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 NACoal, Mr. Butler has extensive knowledge of our operations and strategies.

			John S. Dalrymple, III: Age 72; Director Since 2017
			Self-employed (farm manager). From prior to 2016 to December 2016, 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 NACoal has multiple operations.

			John P. Jumper: Age 76; Director Since 2012
			Retired Director and former Chairman and CEO of Leidos Holdings, Inc. (an applied technology company) and Retired Chief of Staff, United States Air Force. From prior to 2016 to present, Director of Hyster-Yale. From September 2017 to present, Director of 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.

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			Dennis W. LaBarre: Age 78; Director Since 1982
			Retired Partner of Jones Day (a law firm). From prior to 2016 to present, Director of Hyster-Yale. From September 2017 to present, Director of 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.

			Michael S. Miller: Age 69; Director Since 2016
			Retired Managing Director of The Vanguard Group. From prior to 2016 to present, Director of Vanguard's Irish-domiciled funds and management company. From September 2017 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.

			Richard de J. Osborne: Age 87; Director Since 1998
			Retired Chairman and CEO of ASARCO Incorporated (a leading producer of non-ferrous metals). From prior to 2016 to 2018, non-executive Chairman of the Board of Directors of Datawatch Corp.

			Mr. Osborne's experience as chairman, CEO and chief financial officer of a leading producer of non-ferrous metals enables him to provide our Board with a wealth of experience in and understanding of the mining industry. From this experience, as well as his past and current service on the boards of other publicly traded corporations, Mr. Osborne offers our Board a comprehensive perspective for developing corporate strategies and managing risks of a major publicly traded corporation.

			Alfred M. Rankin, Jr.: Age 79; Director Since 1972
			Non-Executive Chairman of the Company and Non-Executive Chairman of NACoal. From prior to 2016 to September 2017, Chairman, President and CEO of the Company. From prior to 2016 to present, Chairman and CEO of Hyster-Yale and Chairman of Hyster-Yale Group. From prior to 2016 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 2016 to present, Chairman of HBBHC’s principal subsidiary, Hamilton Beach Brands, Inc.

			In over 45 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 48; Director Since 2017
			President and CEO of Carlisle Residential Properties (a real estate property management and development company) from prior to 2016 to present.

			Mr. Matthew 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. Matthew 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 68; Director Since 2020
			Self-employed (personal investments) from prior to 2016 to present. Mr. Roger Rankin has also served as a Director of NACoal from prior to 2016 to present and as a Director of HBBHC from September 2017 to February 2020.

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			Mr. Roger 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 62; Director Since 2019
			Self-employed consultant, The Robinson Group, LLC. Retired General, United States Air Force. From October 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 Unites States' first female combatant commander, General Robinson brings valuable and proven leadership and management skills to our Board.

			Robert S. Shapard: Age 65; Director Since 2020
			Retired Chief Executive Officer of Oncor Electric Delivery. From prior to 2016 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 64; Director Since 1992
			Self-employed (personal investments) from prior to 2016 to present. Mr. Taplin has also served as a Director of Hyster-Yale from prior to 2016 to present and a Director of Hamilton Beach Brands, Inc. from September 2017 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.

Procedures for Submission and Consideration of Director Candidates

Stockholder recommendations for nominees for election to our Board must be submitted to NACCO Industries, Inc., 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124-4069, Attention: Secretary, and must be received at our offices on or before December 31 of each year in anticipation of the following year's annual meeting of stockholders. The NCG Committee will consider such recommendations if they are in writing and set forth the following information:

1.the name and address of the stockholder recommending the candidate for consideration as such information appears on our records, the telephone number where such stockholder can be reached during normal business hours, the number of shares of Class A Common and Class B Common owned by such stockholder and the length of time such shares have been owned by the stockholder; if such person is not a stockholder of record or if such shares are owned by an entity, reasonable evidence of such person's beneficial ownership of such shares or such person's authority to act on behalf of such entity;

2.complete information as to the identity and qualifications of the proposed nominee, including the full legal name, age, business and residence addresses and telephone numbers and other contact information, and the principal occupation and employment of the candidate recommended for consideration, including his or her occupation for at least the past five years, with a reasonably detailed description of the background, education, professional affiliations and business and other relevant experience (including directorships, employment and civic activities) and qualifications of the candidate;

3.the reasons why, in the opinion of the recommending stockholder, the proposed nominee is qualified and suited to be one of our Directors;

4.the disclosure of any relationship the candidate has with us or any of our subsidiaries or affiliates, whether direct or indirect;

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5.a description of all relationships, arrangements and understandings between the proposing stockholder and the candidate and any other person(s) (naming such person(s)) pursuant to which the candidate is being proposed or would serve as a Director, if elected; and

6.a written acknowledgment by the candidate being recommended that he or she has consented to being considered as a candidate, has consented to our undertaking of an investigation into that individual's background, education, experience and other qualifications and will consent to be named in our Proxy Statement and to serve as one of our Directors, if elected.

The NCG Committee has not specifically identified or published qualifications, qualities or skills that our Directors must possess. In evaluating Director nominees, the NCG Committee will consider such factors as it deems appropriate, and other factors identified by our Board. The NCG Committee will consider factors such as judgment, skill, ethics, integrity, values, independence, possible conflicts of interest, experience with businesses and other organizations of comparable size or character and the interplay of the candidate's experience and approach to addressing business issues with the experience and approach of incumbent members of our Board and other new Director candidates. The NCG Committee's goal in selecting Directors for nomination to our Board is generally to seek a well-balanced membership that combines a diversity of experience and skill in order to enable us to pursue our strategic objectives.

The NCG Committee will consider all information provided to it that is relevant to a candidate's nomination as one of our Directors. Following such consideration, the NCG Committee may seek additional information regarding, and may request an interview with, any candidate. Based upon all such information, the NCG Committee will meet to determine whether to recommend the candidate to our Board. The NCG Committee will consider candidates recommended by stockholders on the same basis as candidates from other sources.

The NCG Committee utilizes a variety of methods for identifying and evaluating nominees for Directors. The NCG Committee regularly reviews the appropriate size of our Board and whether any vacancies on our Board are expected due to retirement or otherwise. In the event vacancies are anticipated, or otherwise arise, the NCG Committee may consider various potential candidates. Candidates may be recommended by current members of our Board, third-party search firms or stockholders. The NCG Committee did not retain a search firm during the past fiscal year. The NCG Committee generally does not consider recommendations for Director nominees submitted by individuals who are not stockholders or otherwise affiliated with us. To preserve its impartiality, the NCG Committee may not consider a recommendation that is not submitted in accordance with the procedures set forth above.

Director Compensation

The Compensation Committee retained Korn Ferry to evaluate the compensation program for the Directors. Korn Ferry performs an in-depth evaluation of our Director compensation program on a triennial basis, which last occurred in August 2020, and performs interim reviews annually. Korn Ferry utilizes the National Association of Corporate Directors' survey of director compensation, focusing on small companies, which have $500 million to $1 billion in annual revenues. Korn Ferry recommends changes to our Director compensation program based on its review of our program and the survey data.

Korn Ferry also reviews the compensation structure for our Non-Executive Chairman, which includes an annual retainer of $250,000 to serve as Chairman and $500,000 in consulting fees for consulting services Mr. Rankin provides to the Company that are in addition to his responsibilities as Chairman of the Board. Mr. Rankin has extensive executive management experience (including long-tenured service as a CEO) and provides valuable advice and insight analyzing the Company’s development and implementation of its strategic priorities and risk management programs. Based on Korn Ferry's review of Mr. Rankin's compensation structure, the Compensation Committee has determined that Mr. Rankin's compensation is reasonable for his duties and responsibilities and the services he provides.

The following table sets forth all compensation of each Director for services as our Directors rendered during 2020, other than J.C. Butler, Jr. In addition to being a Director, Mr. Butler serves as President and CEO of the Company and NACoal. He does not receive any compensation for his services as a Director and his compensation for services as one of our executive officers is shown in the Summary Compensation Table on page 26.

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DIRECTOR COMPENSATION

For Fiscal Year Ended December 31, 2020


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Nonqualified Deferred Compensation Earnings ($)(3)	All Other Compensation ($)(4)	Total ($)
John S. Dalrymple, III	$73,177	$85,569	$0	$7,302	$166,048
John P. Jumper	$90,069	$85,569	$0	$7,302	$182,940
Dennis W. LaBarre	$95,069	$85,569	$0	$7,156	$187,794
Timothy K. Light (6)	$48,129	$49,383	$0	$6,477	$103,989
Michael S. Miller	$91,904	$85,569	$0	$7,302	$184,775
Richard de J. Osborne	$80,139	$102,627	$0	$7,139	$189,905
Alfred M. Rankin, Jr. (5)	$114,588	$128,388	$121,710	$1,272,434	$1,637,120
Matthew M. Rankin	$65,243	$85,569	$0	$7,302	$158,114
Roger F. Rankin (7)	$57,102	$78,089	$0	$7,058	$142,249
Lori J. Robinson	$66,838	$85,569	$0	$2,302	$154,709
Robert S. Shapard (8)	$22,500	$32,071	$0	$693	$55,264
Britton T. Taplin	$65,235	$85,569	$0	$7,156	$157,960
David B.H. Williams (9)	$7,747	$7,296	$0	$274	$15,317

(1)Amounts in this column reflect the annual retainers and other fees earned by the Directors in 2020. They also include payment for fractional shares of Class A Common that were paid under NACCO Industries, Inc.'s Non-Employee Directors' Equity Compensation Plan ("Non-Employee Directors' Plan") described below.

(2)Under the Non-Employee Directors' Plan, the Directors are required to receive a portion of their annual retainer in shares of Class A Common (the "Mandatory Shares"). They are also permitted to elect to receive all or part of the remainder of the retainer and all fees in the form of shares of Class A Common (the "Voluntary Shares"). Amounts in this column reflect the aggregate grant date fair value of the Mandatory Shares and Voluntary Shares that were granted to Directors under the Non-Employee Directors' Plan, determined pursuant to FASB ASC Topic 718. See Note (2) to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 for more information regarding the accounting treatment of our equity awards. All Mandatory Shares and Voluntary Shares are immediately vested when granted. Therefore, no equity awards remained outstanding at the end of the fiscal year ended December 31, 2020.

(3)In connection with his previous employment with the Company, Mr. Rankin has frozen nonqualified deferred compensation benefits with the Company, which the Company was not able to pay out upon his retirement because this would have resulted in adverse tax consequences since Mr. Rankin did not have a separation from service under Section 409A of the Code. The Company terminated the plans in February 2018 and distributed the frozen benefits in compliance with Code Section 409A on February 13, 2020 in the total amount of $15,116,502, of which $12,700,160 was his frozen deferred compensation benefit which was earned while Mr. Rankin was an employee of the Company, $121,710 was for interest that accrued in January 2021, and $765,278 was for a tax gross-up to reflect the change in tax rates from when benefits were distributed to other participants of the nonqualified deferred compensation plans and when benefits were distributed to Mr. Rankin (which is included in the "All Other Compensation" column). The interest credited to the frozen benefits is determined under a ROTCE-based formula, with a minimum of 2% and a maximum of 14% per year. The interest credit is increased by 15% to reflect the immediately taxable nature of the payments. In 2019, Mr. Rankin received $1,529,354 in interest under the plans, which was previously reported in the Director Compensation Table for 2019. All nonqualified deferred compensation benefit

SEC Form DEF 14A filed by NACCO Industries, Inc.