DEF 14A of Nacco Industries Inc, Mar 31, 2026

DEF 14A of Nacco Industries Inc

Filed Mar 31, 2026 · FY20250000789933-26-000087

Open on EDGAR

  1. What NACCO Does and Doesn't Do

    | Good Compensation Governance Practiced by NACCO | | | •Align our executive compensation with corporate performance on both a short-term and a long-term basis. | •Set target compensation at the 50th percentile of our chosen benchmark. | | •Establish target and maximum awards for our short-term and long-term incentive plans. | •Equity compensation awards for Directors and NEOs generally must be held for up to ten years. | | •In 2025, approximately 73% of total NEO compensation was performance based. | •Conduct an annual risk assessment of our compensation program. | | •Use an independent compensation consultant who does not perform any other work for the Company. | •Our CHC Committee is made up solely of independent directors and makes all NEO compensation decisions. | | •Provide limited change in control protections for all employees that (1) accelerate the time of payment of previously vested incentive benefits and non-qualified retirement benefits and (2) provide for pro-rata target incentive payments for the year of any change in control. | •Provide a modest level of perquisites for certain key executives, the majority of which are paid in cash, that are determined based on market data. |

  2. What NACCO Does and Doesn't Do

    | Controversial Compensation Governance NOT Practiced by NACCO | | | •Provide our NEOs any minimum or guaranteed bonuses. | •Provide uncapped award opportunities. | | •Use total shareholder return (“TSR”) as a performance metric. In our experience, TSR captures fluctuations in stock price, rather than measuring the performance of our executive team in operating our business. Additionally, our stock is not heavily traded. Accordingly, we do not consider fluctuations in our stock price to be indicative of our performance. | •Provide active defined benefit plans for executives (we do not have any active defined benefit plans and gave our eligible NEO credit only for time actually worked under our frozen pension plans). •Provide our NEOs with employment or severance agreements or individual change-in-control agreements. | | •Provide any tax gross-ups except for service awards and certain relocation expenses. | •Permit stock awards to be hedged or transferred during the restriction period. | | •Take into account our long-term awards when determining our retirement benefits. | |

  3. Compensation Philosophy and Objectives

    | •Competitive pay levels: Total compensation is competitive with industry peers to attract and retain all employees, including our executives, with similar levels of experience, skills, education and responsibilities. | •Internal equity: Compensation takes into account the different levels of responsibilities, scope, risk, performance and future potential of our executives. | | •Balance cash and equity: We balance the mix of cash and equity compensation to align compensation to both long- and short-term results of the Company. | •Align compensation with stockholder interests: The interests of our executive officers should be linked with those of our stockholders through the risks and rewards of the ownership of our Class A Common. | | •Pay for performance: A significant portion of the compensation of our executive officers should vary with business performance to reward the successful achievement of our growth objectives and drive the development of a successful and profitable business. | •Clearly communicate plans so that they are understood: We clearly communicate to our employees, and especially to our NEOs, their specific goals, targets, and objectives to help ensure our executives are focused on achieving the financial and operational results that the CHC Committee believes will best promote stockholder value. |

  4. Compensation-Setting Process

    Compensation-Setting Process Role of our Compensation and Human Capital Committee The CHC Committee establishes and oversees the administration of our policies for compensating our employees, including our NEOs. The members of the CHC Committee consist solely of independent Directors. A summary of some of the CHC Committee's responsibilities are listed beginning on page 8. Role of Management 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 CHC Committee) and makes recommendations based on these reviews, including with respect to salary adjustments and incentive compensation award amounts, to the CHC Committee. In addition to the President and CEO's recommendations, the CHC 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 CHC Committee may exercise its discretion in modifying any recommended adjustments or awards to executive officers. After considering these recommendations, the CHC Committee determines the base salary and incentive compensation levels for the executive officers, including each NEO, and any additional discretionary payments. Role of Compensation Consultant The CHC Committee receives assistance and advice from Korn Ferry, an internationally recognized compensation consulting firm. Korn Ferry is engaged directly by and reports to the CHC 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 2025, Korn Ferry was engaged to make recommendations regarding: •director compensation levels; •2025 salary midpoints, incentive compensation targets (calculated as a percentage of salary midpoint) and target total compensation for senior management positions; •2025 salary midpoints and/or range movement for all other employee positions; •mid-year job evaluations for all senior management, which may include adjustments to salary point levels, salary midpoints and incentive targets and/or changes to current senior management positions; and •geographic pay differentials for all exempt and certain non-exempt positions. All senior management 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 CHC Committee meetings in 2025 and, during that meeting, consulted with the CHC Committee in executive session without management present. The CHC 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. In reviewing these factors for 2025, the CHC Committee considered the role of General Lori J. Robinson, one of our directors at the time, as a director of Korn Ferry. Based on this review, the CHC Committee assessed the independence of Korn Ferry, but did not identify any independence concern or conflict of interest that has been raised by the work performed by Korn Ferry. Competitive Market Review The CHC Committee believes that benchmarking against other companies in our industry would not produce a meaningful peer group due to the diversification of our operating businesses, ranging from coal, aggregates and other minerals mining, oil and gas and other minerals development, and stream and wetland mitigation solutions. Accordingly, we use General Industry survey data provided by Korn Ferry to assess the competitiveness of our executive compensation program. Specifically, we use Korn Ferry's General Industry survey, which includes a broad group of domestic industrial organizations ranging in size from approximately $500 million to approximately $1 billion in annual revenues. We exclude retail and finance segments from the data results. We did not select the entities that comprise this survey group, and the component entities' identities were not a material factor in this analysis. The CHC 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 CHC 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 CHC Committee typically 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 (1) helps to ensure our compensation program provides sufficient compensation to attract and retain talented executives and (2) maintains internal pay equity, without overcompensating our employees.

  5. Total Target Compensation

    | 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. | $899,300 | 26% | $35,000 | 1% | $809,370 | 24% | $1,654,712 | 49% | $3,398,382 | | Carroll L. Dewing | $416,100 | 47% | $16,000 | 2% | $187,245 | 21% | $263,183 | 30% | $882,528 | | John D. Neumann | $392,800 | 48% | $16,000 | 2% | $176,760 | 22% | $225,860 | 28% | $811,420 |

  6. Total Target Compensation

    (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 2025 were approved by the CHC Committee in December 2023 based on a triennial analysis performed by Korn Ferry in August 2023, at which time the CHC Committee decided not to change the amounts. Based on this analysis, the CHC 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 CHC 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 (1) a qualified defined contribution plan and (2) a nonqualified defined contribution plan (the "Excess Plan"). Mr. Dewing is also entitled to frozen qualified and nonqualified defined benefit retirement benefits. In addition, the CHC Committee may award discretionary cash and equity bonuses to employees, including the NEOs. 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 CHC Committee approved make-whole payments to account for the lost matching and profit sharing contributions which would be paid as a bonus. Make-whole payments were provided in 2020-2024, and the make-whole payment was made again for 2025 for Mr. Butler.

  7. Incentive Compensation

    Incentive Compensation 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 2025, all of the NEOs participated in (1) the NACCO Industries, Inc. Short-Term Incentive Compensation Plan (the "Short-Term Plan") and (2) 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 CHC 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 17, over 72% of Mr. Butler's 2025 target total compensation was variable or "at risk" and tied to Company performance and, as a group, over 50% of the other NEOs' target total compensation was tied to Company performance. Each of the NEOs' incentive compensation payouts for 2025 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 CHC Committee's discretion, and are based upon management's recommendations as to the performance objectives of the Company or the particular business unit 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 financial forecasts contained in the Company's 2025 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 Strategic Business Goals. Other performance targets were not based on the 2025 AOP. Rather, they were based on important, strategic short-term and long-term goals established by the CHC 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 and Special Project Award, which are under the Short-Term Plan and Long-Term Equity Plan, are examples of a target based on strategic corporate objectives that the CHC Committee believes will strengthen performance in the current year and also deliver over the long-term. The Minerals and Royalties Investment Award target under the Long-Term Equity Plan is an example of a target based on long-term corporate objectives that the CHC Committee believes we should deliver over the long-term, not the performance that is expected in the current year or the near term. 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 19, the following factors should be considered: •The CHC Committee considered the factors described above under "Incentive Compensation" to set the performance criteria and target performance levels for the 2025 incentive compensation awards. The particular performance criteria for 2025 were chosen because they were believed to continue to have a positive correlation with long-term stockholder returns. •For 2025, 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 CHC 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 2025 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 CHC Committee at that level. The CHC 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 CHC Committee. •The CHC Committee, in its discretion, may decrease or eliminate awards. The CHC 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. As a result, these awards incentivize performance during the year, but are potentially subject to substantial payout discretion in certain years. •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.

  8. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Our short-term incentive compensation is an annual performance-based cash incentive arrangement. Each NEO's target short-term incentive opportunity is based on the competitive market analysis performed by Korn Ferry, and reviewed by the CHC Committee, every three years. The following table shows the short-term target awards and payouts approved by the CHC Committee for each NEO for 2025:

  9. Short-Term Incentive Compensation

    | Named Executive Officer | (A) 2025 Salary Midpoint ($) | (B) Short-Term Plan Target as a % of Salary Midpoint (%) | (C) = (A) x (B) Short-Term Plan Target ($) | (D) Short-Term Plan Payout as % of Target (%) | (E) = (C) x (D) Short-Term Plan Payout ($) | | J.C. Butler, Jr. | $899,300 | 90% | $809,370 | 102.3% | $827,986 | | Carroll L. Dewing | $416,100 | 45% | $187,245 | 102.3% | $191,552 | | John D. Neumann | $392,800 | 45% | $176,760 | 102.3% | $180,825 |

  10. Short-Term Incentive Compensation

    The performance goals were set by the CHC Committee at its February 2025 meeting.

  11. Short-Term Incentive Compensation

    | The 2025 short-term incentive awards were tied to results in the following areas: | | | | | Corporate Financial Objectives | Strategic Objectives | Safety Objectives | Environmental Objectives | | •operating profit, which measures business efficiency and profitability | •corporate or business unit-specific goals that contribute to the Company's long-term strategy to protect its existing business as well as grow and diversify | •specific safety goals that contribute to a safe working environment for our people | •specific environmental goals that contribute to a better environment for our communities |

  12. Short-Term Incentive Compensation

    The following table shows the performance criteria established by the CHC Committee for 2025 under the Company's Short-Term Plan to determine final incentive compensation payments for the NEOs. As detailed in the performance chart below, most of the performance metrics have their own cap, while the total short-term incentive payout is capped at 150%.

  13. Short-Term Incentive Compensation

    | Short-Term Plan Performance Criteria and Achievement | | | | | | | | Performance Criteria | (A) Weighting | Performance Target | Cap on Performance Factor Achievement | Performance Result | (B) Achievement Percentage | (A) x (B) Payout Percentage | | Consolidated Operating Profit (1) | 35% | $36,465,797 | 200% | $28,055,417 | 88.5% | 31.0% | | Project Focus List (2) | 20% | — | 125% | — | 92.0% | 18.4% | | Special Project Award (3) | 15% | — | N/A | — | 199.5% | 29.9% | | Safety Incident Report Index (4) | 15% | 50% of National Average | 150% | 64.3% | 39.9% | 6.0% | | MSHA/OSHA Violations (5) | 5% | 50% of National Average | 150% | 21.9% | 128.1% | 6.4% | | Environmental Citations (6) | 10% | Zero Citations per location | 150% | — | 106.2% | 10.6% | | Final Payout Percentage | | | | | | 102.3% |

  14. Short-Term Incentive Compensation

    (1)For the 2025 performance period, the Consolidated Operating Profit is calculated as: (a) operating profit under U.S. GAAP as applied on January 1, 2025, less the fully burdened expenses accrued for incentives under the 2025 Short-Term and Long-Term Equity Plans, net of savings, compared with the amounts included in the 2025 annual operating plan, and (b) included the following adjustments: (1) results attributable to new projects entered into during 2025; and (2) the variance to AOP for equity investments. (2)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 2025, the Project Focus List involved projects concerning: (a) Red Hills Mine and other coal initiatives; (b) North American Mining and other non-coal initiatives, including the development of Sawtooth Mining; (c) Catapult Mineral Partners and other minerals management initiatives; (d) Mitigation Resources and other mitigation banking initiatives; (e) ReGen Resources and the development of new power generation resources; (f) regulatory initiatives; and (g) looking at additional new business platforms that could provide additional growth and diversification with acceptable risk adjusted returns. For 2025, the CHC Committee believed that NACCO could reasonably meet certain targets outlined in the 2025 Project Focus List since they were designed to be reasonably achievable with strong management performance. (3)We do not disclose the Special Project Award targets or results due to their competitively sensitive nature. The Special Project Award is calculated based on the present value of new or extended projects (determined based on the present value of the forecasted after-tax cash flow over the life of the project based on the contract terms) against a pre-determined target established by the CHC Committee for the award year. In order to promote business growth, there is no cap on the Special Project Award factor; however, the entire Short-Term Plan award is limited to 150% of target. For 2025, the CHC Committee believed the Company could reasonably meet this target, since it was designed to be reasonably achievable with strong management performance. (4)The Safety Incident Report Index represents the number of MSHA injuries or OSHA injuries that occurred for each 200,000 employee hours worked in the performance year. The goal is to have a safety incident rate that is lower than 50% of the national average. The Safety Incident Rate is calculated for each site, with the NEOs receiving an award based on the average Safety Incident Rate for all sites. In 2025, the CHC Committee, at the request of management, exercised negative discretion to lower the Safety Incident Report Index payout from 10.7% to 6% because, while most operations had a safety incident rate that is lower than 50% of the national average, management saw an increase in safety incidents. This treatment decreased the average Safety Incident Report Index used to calculate the Short-Term Plan award received by the NEOs. (5)The MSHA/OSHA Violations factor involves our locations' weighted average of the number of violations per inspection days relative to the national average violation per inspection days average for MSHA or OSHA violations. The goal is to have a weighted MSHA/OSHA average that is lower than 50% of the national weighted average. The MSHA/OSHA violations factor is calculated at each site, with the NEOs receiving an award based on the average MSHA/OSHA violations for all sites. (6)The Environmental Citations factor assesses a location's environmental citations received. A location must have zero citations to receive an award at target, and a location must receive a notable environmental award or recognition to receive an award above target. The Environmental Citations factor is calculated for each site, with the NEOs receiving an award based on the average Environmental Citations factor for all sites. One location achieved 15 years with zero environmental citations. Another location received North Dakota Public Service Commission’s Excellence in Surface Coal Mining and Reclamation Award, and another location received a Sustainability Award for Exceptional Reclamation from the Alabama Mining Association. Another location that is in final reclamation is ahead of schedule with the reclamation. The CHC Committee determined these locations should receive an additional 20% achievement. This treatment increased the average Environmental Citations used to calculate the Short-Term Plan award received by the NEOs.

  15. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The purpose of our long-term incentive compensation is to enable senior management employees to accumulate capital through strong, long-term managerial performance, which the CHC Committee believes contributes to the future success of our businesses. Our long-term incentive program requires a long-term commitment on the part of our senior management employees, and 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 CHC Committee. The CHC 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 CHC 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 CHC Committee. The CHC 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 as a result of the issuance of the restricted 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 on the award date. 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 2024 calendar year (or such other previous calendar year as determined by the CHC 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 2025 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 (1) the participant's death or permanent disability or (2) three years (or earlier with the approval of the CHC Committee) from the date of retirement. The CHC 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 2025. 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 over the holding period 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 CHC 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 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 2025 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 CHC Committee for each NEO for 2025:

  16. Long-Term Incentive Compensation

    | 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 ($) (3) | | J.C. Butler, Jr. | $899,300 | 184.0% | $1,654,712 | 112.5% | $1,861,551 | $2,909,311 | | Carroll L. Dewing | $416,100 | 63.3% | $263,391 | 112.5% | $296,315 | $462,728 | | John D. Neumann | $392,800 | 57.5% | $225,860 | 112.5% | $254,093 | $397,106 |

  17. Long-Term Incentive Compensation

    (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 CHC 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 CHC Committee when analyzing the total compensation of the NEOs. As a result, these awards incentivize performance during the year, but are potentially subject to substantial payout discretion in certain years. No such discretion was implemented for 2025. 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 2025 performance period or the preceding calendar year. For 2025, the CHC Committee defined the "average share price" for this purpose as the lower of (1) the average NACCO Class A Common share price for 2024, which was $30.532 or (2) the average of the NACCO Class A Common share price for 2025, which was $38.616. (3)The amount shown in column (F) is the sum of (a) the cash distributed and (b) the grant date fair value of the stock that was distributed for the 2025 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, 2025 for more information regarding the accounting treatment of our equity awards. The shares were valued on the date on which the Long-Term Equity Plan awards were approved by the CHC 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 $30.532 (explained in Note (2) above), while the grant date fair value in Column (F) was calculated using $56.970, which is the average of the high and low share price on the date the shares were granted. The performance goals were set by the CHC Committee at its February 2025 meeting.

  18. Long-Term Incentive Compensation

    | The 2025 long-term incentive awards were tied to results in the following areas: | | | Corporate Financial Objectives | Strategic Objectives | | •return on total capital employed ("ROTCE"), which measures the level of investment to achieve profit •operating profit, which measures business efficiency and profitability | •corporate or business unit-specific goals that contribute to the Company's long-term strategy to protect its existing business and grow and diversify |

  19. Long-Term Incentive Compensation

    The following table shows the information for awards granted to NEOs under the Long-Term Equity Plan for 2025. As detailed in the performance chart below, most of the performance metrics have their own cap, while the total long-term incentive payout is capped at 200%.

  20. Long-Term Incentive Compensation

    | Long-Term Plan Performance Criteria and Achievement | | | | | | | | Performance Criteria | (A) Weighting | Performance Target | Cap on Performance Factor Achievement | Performance Result | (B) Achievement Percentage | (A) x (B) Payout Percentage | | Consolidated NACCO ROTCE (1) | 25% | 5.4% | 150.0% | 3.8% | 70.0% | 17.5% | | Consolidated Operating Profit (2) | 20% | $36,465,797 | 200.0% | $28,055,417 | 88.5% | 17.7% | | Project Focus List (3) | 25% | — | 125.0% | — | 92.0% | 23.0% | | Special Project Award (4) | 20% | — | N/A | — | 199.5% | 39.9% | | Minerals & Royalties Investment Award (5) | 10% | — | N/A | — | 144.1% | 14.4% | | Final Payout Percentage | | | | | | 112.5% |

  21. Long-Term Incentive Compensation

    (1)For the 2025 performance period, the Company's ROTCE is calculated as: (a) Earnings Before Interest After-Tax after adjustments divided by (b) Total Capital Employed after adjustments. Earnings Before Interest After-Tax is equal to the consolidated net income from continuing operations plus the sum of interest expense, net of interest income, less 23% for taxes. Total Capital Employed is equal to (c) the sum of the average debt and average stockholders' equity less (d) average consolidated cash. Average debt, stockholders' equity and consolidated cash are calculated by taking the sum of (1) the balance at the beginning of the year and (2) the balance at the end of each of the next twelve months and dividing the sum by thirteen. Adjustments to ROTCE included: (a) mark-to-market adjustments to certain trusts established to manage legacy liabilities; (b) mark-to-market adjustments on certain equity holdings; (c) black lung liability; (d) deferred financing fees; (e) costs relating to valuation allowances against deferred tax assets; and (f) pension settlement and gain on the termination of The Falkirk Mining Company Pension Plan. Adjustments to operating profit discussed in Note (2) also impacted ROTCE. (2)For the 2025 performance period, the Consolidated Operating Profit is calculated as: (a) operating profit under U.S. GAAP as applied on January 1, 2025, less the fully burdened expenses accrued for incentives under the 2025 Short and Long-Term Equity Plans, net of savings, compared with the amounts included in the 2025 annual operating plan, and (b) included the following adjustments: (1) results attributable to new projects entered into during 2025; and (2) the variance to AOP for equity investments. (3)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 2025, the Project Focus List involved projects concerning: (a) Red Hills Mine and other coal initiatives; (b) North American Mining and other non-coal initiatives, including the development of Sawtooth Mining; (c) Catapult Mineral Partners and other minerals management initiatives; (d) Mitigation Resources and other mitigation banking initiatives; (e) ReGen Resources and the development of new power generation resources; (f) regulatory initiatives; and (g) looking at additional new business platforms that could provide additional growth and diversification with acceptable risk adjusted returns. For 2025, the CHC Committee believed that NACCO could reasonably meet certain targets outlined in the 2025 Project Focus List since they were designed to be reasonably achievable with strong management performance. (4)We do not disclose the Special Project Award targets or results due to their competitively sensitive nature. The Special Project Award is calculated based on the present value of new or extended projects (determined based on the present value of the forecasted after-tax cash flow over the life of the project based on the contract terms) against a pre-determined target established by the CHC Committee for the award year. In order to promote business growth, there is no cap on the Special Project Award factor; however, the entire Long-Term Plan award is limited to 200% of target. For 2025, the CHC Committee believed the Company could reasonably meet this target, since it was designed to be reasonably achievable with strong management performance. (5)We do not disclose the Minerals and Royalties Investment Award targets or results due to their competitively sensitive nature. Similar to the Special Project Award, the Minerals and Royalties Investment Award is calculated based on the present value of new or extended investments in the minerals management business (determined based on the forecasted after-tax cash flow over the life of the investment based on the contract terms) against a pre-determined target established by the CHC Committee for the award year. In order to promote business growth, there is no cap on the Minerals and Royalties Investment Award factor; however, the entire Long-Term Equity Plan award is capped at 200%. For 2025, the CHC Committee believed the Company could meet this target, since it was designed to be reasonably achievable with strong management performance.

  22. Other Compensation of Named Executive Officers

    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 CHC Committee the flexibility to provide additional discretionary equity compensation. The CHC Committee did not grant any awards under this plan for services performed in 2025. Discretionary Cash Bonuses. The CHC 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 CHC 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 2025 performance. However, as discussed in Note (2) of the Summary Compensation Table, the CHC Committee approved a make-whole payment to account for the lost matching and profit sharing contributions to the Excess Plan, and 2025 was the fifth year of the make-whole payments. Mr. Butler was the only NEO to receive a make-whole payment for 2025. Retirement Plans. The NEOs do not currently accrue any defined benefit pension benefits. Mr. Dewing was a participant in The Coteau Properties Company Pension Plan (the "Coteau Plan"). The Company began terminating its qualified defined benefit pension plans in 2022. The Coteau Plan was terminated effective June 30, 2025. Prior to termination, the Coteau Plan was amended to allow active and terminated, deferred vested participants to elect a lump sum payment. Mr. Dewing elected to receive a lump sum payment, which is disclosed in the Pension Benefits Table on page 33. In addition to the Coteau Plan Mr. Dewing is entitled to receive payments from The North American Coal Corporation Supplemental Retirement Benefit Plan ("SERP"), a frozen nonqualified pension plan, as indicated in the Pension Benefits Table on page 33. We provide all of our employees, including the NEOs, with defined contribution retirement benefits. Employer contributions are designed to provide employees with competitive retirement income. The CHC 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 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: (1) employee deferrals; (2) matching contributions; and (3) profit sharing contributions (only for our employees classified as full-time or part-time). 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 50% of compensation. For 2025, the NEOs received employer matching contributions equal to 5% of compensation. Eligible employees also receive a profit sharing contribution equal to 6% 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); •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 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 officers' compensation package. The modest amount of cash paid to the NEOs in lieu of perquisites in 2025 is separately disclosed in the tables on pages 17 and 18 and the limited non-cash perquisites are disclosed in Note (7) to the Summary Compensation Table on page 28. 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 CHC 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 CHC 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.

  23. Other Compensation of Named Executive Officers

    The CHC 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. 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 31.

  24. Impact of "Say-on-Pay" Stockholder Vote

    | Summary Compensation Table |

  25. Impact of "Say-on-Pay" Stockholder Vote

    | SUMMARY COMPENSATION TABLE For Year Ended December 31, 2025 | | | | | | | | | | 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 | 2025 | $945,033 | $169,299 | $2,257,721 | $1,479,576 | $19,158 | $235,932 | $5,106,719 | | | 2024 | $907,515 | $138,040 | $1,725,191 | $1,933,811 | $18,585 | $234,354 | $4,957,496 | | Carroll L. Dewing; Senior Vice President, Operations | 2025 | $443,848 | — | $359,082 | $295,198 | $37,067 | $124,892 | $1,260,087 | | | 2024 | $426,209 | — | $274,936 | $384,433 | $6,947 | $126,880 | $1,219,405 | | John D. Neumann; Senior Vice President, General Counsel and Secretary | 2025 | $436,566 | — | $308,151 | $269,781 | $8,466 | $122,304 | $1,145,268 | | | 2024 | $419,227 | — | $235,926 | $350,799 | $7,379 | $117,129 | $1,130,460 |

  26. Impact of "Say-on-Pay" Stockholder Vote

    | Grants of Plan-Based Awards Table |

  27. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  28. For Year Ended December 31, 2025

    | Description of Material Factors Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table |

  29. For Year Ended December 31, 2025

    | STOCK VESTED For Year Ended December 31, 2025 | | | | Named Executive Officer (1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) (2) | | J.C. Butler, Jr. | 30,853 | $1,757,695 | | Carroll L. Dewing | 5,915 | $336,978 | | John D. Neumann | 5,160 | $293,965 |

  30. For Year Ended December 31, 2025

    | Potential Payments Upon Termination/Change in Control |

  31. For Year Ended December 31, 2025

    | 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. | $2,464,082 | $2,464,082 | | | Carroll L. Dewing | $450,636 | $450,636 | | | John D. Neumann | $402,620 | $402,620 |

  32. For Year Ended December 31, 2025

    | Nonqualified Deferred Compensation Benefits |

  33. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  34. PENSION BENEFITS

    PENSION BENEFITS

  35. As of Year Ended December 31, 2025

    | CEO Pay Ratio |

  36. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio We calculated total compensation for 2025 for the median employee using the same methodology we use for our NEOs as set forth in the 2025 Summary Compensation Table, which median employee annual total compensation we determined to be $141,536. CEO compensation for purposes of this disclosure represents the total compensation reported for Mr. Butler under the 2025 Summary Compensation Table for the year ended 2025, which was $5,106,719. As a result, the CEO pay ratio is approximately 36:1.

  37. 2025 CEO Pay Ratio

    | Pay Versus Performance |

  38. Overview

    | PAY VERSUS PERFORMANCE(1) | | | | | | | | Year (a) | Summary Compensation Table (“SCT”) Total for PEO (1) (b) | Compensation Actually Paid to PEO (1)(2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (1)(2) (e) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (TSR) (3) (f) | Net Income (4) (g) | | 2025 | $5,106,719 | $4,792,453 | $1,202,678 | $1,141,537 | $39.76 | $17,574,000 | | 2024 | $4,957,496 | $4,831,969 | $1,174,932 | $1,156,346 | $(17.18) | $33,741,000 | | 2023 | $4,304,928 | $4,395,683 | $1,048,890 | $1,061,488 | $(1.51) | $(39,587,000) |

  39. Description of Relationships Between Compensation Actually Paid and Certain Financial Performance Measure Results

    Description of Relationships Between Compensation Actually Paid and Certain Financial Performance Measure Results The following charts provide, across the covered years, a clear description of the relationships between (1) CAP to the PEO and the financial performance measures results set forth in columns (f) and (g) of the PVP Table above, and (2) average CAP to our non-PEO named executive officers and the financial performance measures results set forth in columns (f) and (g) of the PVP Table above. The following are the two financial performance measures that we used to link compensation actually paid to our named executive officers for the year ended December 31, 2025 to our performance:

  40. Description of Relationships Between Compensation Actually Paid and Certain Financial Performance Measure Results

    | Consolidated Operating Profit | | Consolidated ROTCE |

  41. Description of Relationships Between Compensation Actually Paid and Certain Financial Performance Measure Results

    | PART III - PROPOSALS TO BE VOTED ON AT THE 2025 ANNUAL MEETING |

  42. Description of Relationships Between Compensation Actually Paid and Certain Financial Performance Measure Results

    | PROPOSAL 1 - ELECTION OF DIRECTORS |

  43. Director-Nominee Information

    Director-Nominee Information Our Board has nominated eleven 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 2025 annual meeting of stockholders. 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.

  44. Director-Nominee Information

    | J.C. Butler, Jr.: Age 65; Director Since 2017 | | President and CEO of the Company from prior to 2021 to present. President and CEO of NNR from prior to 2021 to present. From prior to 2021 to present, Director of Hyster-Yale, Inc. ("Hyster-Yale") and of Hamilton Beach Brands Holding Company ("HBBHC"). Director of Midwest AgEnergy Group, a developer and operator of ethanol facilities in North Dakota, from prior to 2021 to 2022. Serves on the boards of the National Coal Council and National Mining Association, and is a member of the Management Committee of the Lignite Energy Council. | | With over 25 years of service in the Company's senior management, including as the President and Chief Executive of the Company and NNR, Mr. Butler has extensive knowledge of our operations and strategies. | | John S. Dalrymple, III: Age 77; Director Since 2017 | | Self-employed (Owner and Manager, Dalrymple Farms from prior to 2021 to present). Former Governor of North Dakota. | | Mr. Dalrymple's experience as the owner and manager of one of the largest agricultural farms in North Dakota, which was established in 1875 as North Dakota’s first large-scale wheat farm, and as the former chief executive of North Dakota enables him to provide our Board with significant insight with respect to strategy, leadership, management and our operations, as well as the political and regulatory landscape in North Dakota, where NACCO Natural Resources Corporation has multiple operations. | | John P. Jumper: Age 81; Director Since 2012 | | Retired Director and former Chairman and CEO of Leidos Holdings, Inc. ("Leidos") (an engineering and information technology company) and Retired Chief of Staff, United States Air Force. From prior to 2021 to present, Director of Hyster-Yale. From prior to 2021 to 2025, 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. General Jumper's current and prior service on the boards of other publicly traded corporations, as well as chairman and chief executive officer of two Fortune 500 companies, allow him to provide valuable insight to our Board on matters of strategy and tactics, leadership development, corporate governance and executive compensation. In addition, General Jumper brings extensive cybersecurity knowledge and expertise to our Board. His cybersecurity experience includes overseeing the creation of the first information warfare squadron in the U.S. Air Force during his tenure leading the U.S. Air Force and also serving as CEO of Leidos, which is a leading federal cybersecurity contractor for the U.S. Department of Defense, U.S. Department of Homeland Security and United States Intelligence Communities including the National Security Agency. |

  45. Director-Nominee Information

    | Dennis W. LaBarre: Age 83; Director Since 1982 | | Retired Partner of Jones Day (a law firm). From prior to 2021 to present, Director of Hyster-Yale and HBBHC. | | Mr. LaBarre is a lawyer with broad experience counseling boards and senior management of publicly traded and private corporations regarding strategic, corporate governance, compliance and other domestic and international business and transactional matters. 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 numerous board committees. | | W. Paul McDonald: Age 67; Director Since 2024 | | Retired Vice President - Engineering of Pioneer Natural Resources Company (an oil and gas company). | | Through his extensive career, Mr. McDonald developed technical expertise in the oil and gas industry. Mr. McDonald joined Pioneer Natural Resources Company in 1993 and served in various executive leadership roles until his retirement in 2019. Mr. McDonald has over thirty-five years of experience in the oil and gas industry and brings a depth of engineering and operational expertise in the oil and gas industry to the Board, along with an understanding of broader industry trends. In addition to his extensive oil and gas experience, Mr. McDonald brings valuable and proven leadership and management skills to our Board. | | Michael S. Miller: Age 74; Director Since 2016 | | Retired Managing Director of The Vanguard Group (a registered investment advisor). From prior to 2021 through 2022, Director of Vanguard's Irish-domiciled funds and management company. From prior to 2021 to present, Director of HBBHC. From March 2021 to present, Board Trustee of Vanguard Charitable. | | Mr. Miller brings vast experience from nearly 20 years in senior management of The Vanguard Group, a major financial services and investment management company, where his responsibilities included portfolio review, new fund development, government and public relations, communications, marketing, corporate strategy, enterprise risk management, compliance and information security. In addition, his experience as a partner of a major law firm, and his service on the boards of many academic and civic institutions provide valuable insight to the Board. Mr. Miller provides our Board with financial, legal, human capital, compliance/risk management and strategic planning expertise gained through his careers in finance and law and his service on the audit committees of Vanguard's Irish-domiciled funds and management company and, prior to his retirement, various audit committees of Vanguard's affiliated companies. | | Alfred M. Rankin, Jr.: Age 84; Director Since 1972 | | Non-Executive Chairman of the Company and Non-Executive Chairman of NNR. Chairman, President and CEO of the Company until September 2017. From May 2023 to present, Executive Chairman of Hyster-Yale. From prior to 2021 to May 2023, Chairman and CEO of Hyster-Yale and Chairman of Hyster-Yale Materials Handling, Inc. (f/k/a Hyster-Yale Group). From 2018 to February 2021, President of Hyster-Yale. From prior to 2021 to present, Non-Executive Chairman of HBBHC and its principal subsidiary, Hamilton Beach Brands, Inc. | | In over 50 years of service to the Company as a Director and over 35 years in senior management, Mr. A. Rankin has amassed extensive knowledge of all of our strategies and operations. In addition to his extensive knowledge of the Company, he also brings to our Board unique 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. A. Rankin is also the grandson of the founder of NACCO and brings the perspective of a long-term taxable stockholder to our Board. | | Matthew M. Rankin: Age 53; Director Since 2017 | | President and CEO of Carlisle Residential Properties (a real estate property management and development company) from prior to 2021 to present. | | Mr. M. Rankin's experience as the chief executive of a significant property management and development company and his background in commercial lending allow him to provide valuable insight to the Board, including significant financial insights and perspectives. Mr. M. Rankin is the great-grandson of the founder of the Company and brings the perspective of a long-term taxable stockholder to our Board. | | Valerie Gentile Sachs: Age 70; Director Since 2023 | | Retired Vice President, General Counsel and Corporate Secretary of OM Group, Inc., a formerly publicly traded global developer and manufacturer of magnetic technologies, battery technologies and engineered specialty chemicals. From prior to 2021 to present, Director of CECO Environmental Corp. |

  46. Director-Nominee Information

    | Ms. Sachs is a business-oriented lawyer with more than 25 years of experience advising public companies. Ms. Sachs served as Vice President, General Counsel and Corporate Secretary of OM Group, Inc., a mining company and global developer and manufacturer of magnetic technologies, battery technologies and engineered specialty chemicals, from 2005 until its sale to Apollo Global Management in 2015. She also served on boards of directors and acted as managing director of numerous U.S. and non-U.S. entities affiliated with OM Group. Ms. Sachs brings extensive legal, executive management and leadership experience, having served on executive management teams of public companies that have effectively worked through strategic transitions, integrations and restructurings. She has expertise in the areas of corporate governance, compliance and executive compensation, which provides strong support and additional depth to our Board and to the committees on which she serves. | | Robert S. Shapard: Age 70; Director Since 2020 | | Retired Chief Executive Officer of Oncor Electric Delivery. From prior to 2021 to present, Mr. Shapard has served as a Director of Oncor Electric Delivery and Leidos. | | As an experienced executive of a large electric utility company in the power generation industry, Mr. Shapard provides our Board with significant insight into operations, leadership and management, particularly with respect to the power generation industry and the perspective of our power generation customers. This provides our Board with a unique perspective on issues that are important to our business. In addition, Mr. Shapard’s previous experience as a chief financial officer provides expertise critical to our Board and the committees on which he serves. | | Britton T. Taplin: Age 69; Director Since 1992 | | Self-employed (personal investments) from prior to 2021 to present. Mr. Taplin also serves as a Director of Hyster-Yale and Hamilton Beach Brands, Inc. from prior to 2021 to present. | | As a member of our Board for more than 30 years, Mr. Taplin has extensive knowledge of the mining industry and the Company. Mr. Taplin is the grandson of the founder of the Company and brings the perspective of a long-term taxable stockholder to our Board. |

  47. Director-Nominee Information

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

  48. Director Compensation

    Director Compensation The CHC 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 2024, 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 for 2025 included an annual retainer of $300,000 to serve as Chairman and $100,000 in consulting fees for consulting services Mr. A. Rankin provides to the Company that are in addition to his responsibilities as Chairman of the Board. Mr. A. Rankin has extensive executive management experience (including long-tenured service as a public company CEO) and provides valuable advice and insight regarding the Company's development and implementation of its strategic priorities and risk management programs. Additional information concerning Mr. A. Rankin's responsibilities under the consulting agreement are discussed in Note (4) to the Director Compensation Table. Based on Korn Ferry's review of Mr. A. Rankin's compensation structure, the CHC Committee has determined that Mr. A. 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 2025, other than J.C. Butler, Jr. In addition to being a Director, Mr. Butler serves as President and CEO of the Company and NNR. 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 28.

  49. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  50. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | John S. Dalrymple, III | $90,088 | $123,408 | $8,409 | $221,905 | | John P. Jumper | $85,088 | $123,408 | $8,409 | $216,905 | | Dennis W. LaBarre | $100,088 | $123,408 | $5,436 | $228,932 | | W. Paul McDonald | $77,088 | $123,408 | $8,409 | $208,905 | | Michael S. Miller | $105,088 | $123,408 | $8,409 | $236,905 | | Alfred M. Rankin, Jr. (4) | $120,080 | $214,935 | $105,436 | $440,451 | | Matthew M. Rankin | $97,088 | $123,408 | $8,409 | $228,905 | | Roger F. Rankin | $50,300 | $94,117 | $2,187 | $146,604 | | Lori J. Robinson | $34,586 | $50,812 | $182 | $85,580 | | Valerie Gentile Sachs | $92,088 | $123,408 | $8,409 | $223,905 | | Robert S. Shapard | $105,088 | $123,408 | $3,310 | $231,806 | | Britton T. Taplin | $67,088 | $123,408 | $5,436 | $195,932 |

  51. DIRECTOR COMPENSATION

    (1)Amounts in this column reflect the annual retainers and other fees earned by the Directors in 2025. They also include cash 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, 2025 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, 2025. (3)The amount listed includes: (1) Company-paid life insurance premiums; (2) other Company-paid premiums for accidental death and dismemberment insurance for the Director and his or her spouse (other than for Mr. Shapard's spouse); and (3) personal excess liability insurance premiums for the Directors and immediate family members (other than Messrs. LaBarre, A. Rankin, and Taplin and General Robinson). The amount listed also includes charitable contributions made in our name on behalf of the Director and their spouse under our matching charitable gift program in the amount of $5,000 for each Director (other than General Robinson and Messrs. R. Rankin and Shapard, whose amount is $0). Note (4) below describes additional amounts reported in the "All Other Compensation" column for Mr. A. Rankin. (4)Upon Mr. Alfred M. Rankin Jr.'s retirement from the Company, the Company and Mr. A. Rankin entered into a consulting agreement independent of his continuing role as the Non-Executive Chairman of the Board. The Company believes that Mr. A. Rankin's extensive experience transitioning NACCO from underground mining to surface mining in the 1980s is vital as the Company pursues non-coal mining opportunities. Mr. A. Rankin meets with senior management on a regular basis to discuss growth and diversification strategies, including (a) possible investment opportunities in our mitigation resources and minerals management businesses, (b) improving return on capital for investments at MLMC and North American Mining, and (c) developing other non-coal mining opportunities. Mr. A. Rankin meets with the CEO more frequently, which can be numerous times a month, to further discuss Company strategy. The Company pays Mr. A. Rankin a monthly consulting fee of $8,333.33 for services under the consulting agreement. The consulting agreement continued in effect until December 31, 2025. In addition to the items described in Note (3) above, the amount reported for Mr. A. Rankin in the "All Other Compensation" column includes $100,000 in consulting fees paid for 2025.

  52. Additional Information Relating to the Director Compensation Table

    Additional Information Relating to the Director Compensation Table Each non-employee Director is entitled to receive the following compensation for service on our Board and the NNR Board:

  53. Additional Information Relating to the Director Compensation Table

    | Type of Compensation | Amount | | Annual Board Retainer: | $179,000 ($112,000 of which is required to be paid in shares of Class A Common) except that the Chairman receives an annual retainer of $300,000 ($195,000 of which is required to be paid in shares of Class A Common) | | Annual Committee Retainer: | $8,000 Audit Review Committee member; $5,000 for members of other Board committees except the Executive Committee; and $0 for Executive Committee | | Committee Chairman Retainer: | $20,000 Audit Review Committee Chairman; $15,000 Compensation and Human Capital Committee Chairman; $10,000 for Chairman of other Board Committees except the Executive Committee; and $0 for Executive Committee |

  54. Additional Information Relating to the Director Compensation Table

    The retainers are paid quarterly in arrears. Each Director is also reimbursed for expenses incurred as a result of attendance at meetings. We also may make chartered aircraft available to Directors for attendance at meetings. Under the Non-Employee Directors' Plan, each non-employee Director except the Chairman receives $112,000 of his or her $179,000 retainer in the form of restricted shares of Class A Common while the Chairman receives $195,000 of his $300,000 retainer in the form of restricted shares of Class A Common. Any fractional shares are paid in cash. The number of shares of Class A Common issued to a Director is determined by the following formula: the dollar value of the portion of the applicable retainer that was earned by the Director each quarter divided by the average closing price of shares of Class A Common on the NYSE for each week during such quarter. These shares are fully vested on the date of grant, and the Director is entitled to all rights of a stockholder, including the right to vote and receive dividends. However, the Directors are generally required to hold the shares for a period of ten years from the last day of the calendar quarter for which the shares were earned and, during that ten-year holding period, the shares cannot be assigned or transferred except in the event of divorce or to a trust for the benefit of the Director or his spouse, children or grandchildren. The transfer restrictions lapse earlier in the event of: •Death; permanent disability or five years from the date of the Director's retirement; •The date that a Director is both retired from our Board and has reached age 70; or •At such other time as determined by the Board in its sole discretion. In addition, each Director may elect to receive shares of Class A Common in lieu of cash for up to 100% of the balance of his retainers. However, these Voluntary Shares are not subject to the previously described transfer restrictions. Each Director may also receive (1) $50,000 in Company-paid life insurance; (2) Company-paid accidental death and dismemberment insurance for the Director and spouse; (3) $10 million in personal excess liability insurance for the Director and immediate family members who reside with the Director and (4) up to $5,000 per year in matching charitable contributions.

  55. Additional Information Relating to the Director Compensation Table

    | PROPOSAL 2 - APPROVAL OF NACCO INDUSTRIES INC.'S AMENDED AND RESTATED EXECUTIVE LONG-TERM INCENTIVE COMPENSATION PLAN |

  56. Additional Information Relating to the Director Compensation Table

    We are asking our stockholders to approve NACCO Industries, Inc.'s Amended and Restated Executive Long-Term Incentive Compensation Plan (the "Amended Long-Term Equity Plan") that was adopted by the Company's CHC and Board effective March 1, 2026. Prior versions of the plan document were previously approved by stockholders, most recently in 2023 (the "Current Plan"). If approved by stockholders, the Amended Long-Term Equity Plan will replace the Current Plan. In approving the Amended Long-Term Equity Plan, the Board made the following material changes, along with certain other immaterial and clarifying changes, to the Current Plan: •Increase in Shares Available for Awards: Effective March 1, 2026, the number of Class A Common shares under the Amended Long-Term Equity Plan is 800,000. For more information regarding the shares available for issuance, see "Why We Believe You Should Vote for Proposal 2" below. •Extension of Plan Term: The Current Plan provides that no Award Shares may be issued or transferred under the Current Plan on or after March 1, 2033. The Amended Long-Term Equity Plan provides that no Award Shares may be issued or transferred under the Amended Long-Term Equity Plan on or after March 1, 2036. Why We Believe You Should Vote for Proposal 2. The Amended Long-Term Equity Plan authorizes our CHC to provide performance-based award opportunities that are payable partly in cash and partly in Class A Common shares for the purpose of providing certain key employees with incentives and rewards for performance. Some of the key features of the Amended Long-Term Equity Plan that reflect our commitment to effective management of equity and incentive compensation are set forth below. We believe our future success continues to depend in part on our ability to attract, motivate and retain high-quality employees and the ability to provide equity-based and incentive-based awards under the Amended Long-Term Equity Plan is critical to achieving this goal. We would be at a severe competitive disadvantage if we could not use share-based awards to recruit and compensate our officers and other key employees. The use of Class A Common shares as part of our compensation program is important because it fosters a pay-for-performance culture that is an important element of our overall compensation philosophy. We believe equity compensation provides additional motivation for employees to create stockholder value because the value they realize from their equity compensation is based on our stock price performance. Equity compensation also aligns the compensation interests of our key employees with the investment interests of our stockholders and promotes a focus on long-term value creation, because our equity compensation awards are generally subject to performance criteria and lengthy holding periods. As of March 4, 2026, 392,280 shares remained available for issuance under the Current Plan. If the Amended Long-Term Equity Plan is not approved, we may be compelled to increase significantly the cash component of our key employee compensation, which may not necessarily align compensation interests with the investment interests of our stockholders. Replacing equity awards with cash would also increase cash compensation expense and use cash that could be better utilized if reinvested in our businesses or returned to our stockholders. The following summary provides our view of (1) aggregated information regarding the dilution associated with the Current Plan and the potential stockholder dilution that would result if the proposed share increase under the Amended Long-Term Equity Plan is approved, as well as (2) information regarding share usage (the "burn rate") under certain plans. This information is as of March 4, 2026. As of that date, there were approximately 5,971,635 shares of Class A Common outstanding. Under the terms of the Current Plan, a maximum of 800,000 shares of Class A Common (subject to adjustment as described in the Current Plan) were available to be issued as Award Shares of which 407,720 shares of Class A Common had been issued (6.82% of our outstanding Class A Common shares) and 392,280 shares of Class A Common (6.57% of our outstanding Class A Common shares) remained available for issuance as of March 4, 2026. Upon approval of the Amended Long-Term Equity Plan requested in this Proposal 2, the maximum number of shares under the Amended Long-Term Equity Plan will be an aggregate of 800,000 shares of Class A Common (subject to adjustments as described in the Amended Long-Term Equity Plan). With 392,280 shares of Class A Common remaining available under the Current Plan, so that the new share request of 407,720 shares represents approximately 6.82% of our outstanding Class A Common shares. This percentage reflects our view of the additional potential simple dilution of our stockholders that could occur if the Amended Long-Term Equity Plan is approved. Based on the closing price on the NYSE for our Class A Common shares on March 4, 2026 of $58.21 per share, the aggregate market value of the additional 407,720 shares of Class A Common requested for issuance under the Amended Long-Term Equity Plan was approximately $23,733,381. Award Shares were issued during the year after the end of the applicable performance period. For the 2023 and 2024 performance periods, we issued 120,649 in 2024 and 162,670 shares of Class A Common in 2025, respectively. Based on our basic weighted average shares of Class A Common outstanding of 5,858,915 in 2024 and 5,797,293 in 2025, our average burn rate was 2.43% for the two-year period (2.78% in 2024 and 2.08% in 2025). For the 2025 performance period, we issued 124,401 Award Shares under the Current Plan in 2026. In determining the number of shares to request for approval under the Amended Long-Term Equity Plan, our management team worked with the CHC to evaluate a number of factors, including our recent share usage and total potential dilution level. Depending on the number of future participants, Company performance and stock price, we expect that the shares of Class A Common that will be available for issuance under the Amended Long-Term Equity Plan would be sufficient to fund the program for about four years, but the shares could last for a different period of time if actual practice does not match prior grant rates or our stock price changes materially. As noted below, our CHC would retain full discretion under the Amended Long-Term Equity Plan to determine the number and amount of awards to be granted under the Amended Long-Term Equity Plan, subject to the terms of the Amended Long-Term Equity Plan. Other than certain target award opportunities granted for the 2026 performance period and described below under "New Plan Benefits," future benefits that may be received by participants under the Amended Long-Term Equity Plan are not determinable at this time. We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute stockholder equity, so we have carefully managed our equity incentive compensation. It is the CHC's practice to only designate senior management employees as being eligible to receive equity compensation, including senior management employees of our subsidiaries. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of stockholder interests, as described above. The following summary of the Amended Long-Term Equity Plan is qualified in its entirety by reference to the Amended Long-Term Equity Plan attached to the Proxy Statement as Appendix A.

  57. Additional Information Relating to the Director Compensation Table

    Purpose. The purpose of the Amended Long-Term Equity Plan continues to be to further our long-term interests by enabling the Company and its subsidiaries to attract, retain and reward executive employees who will be in a position to make contributions to the Company by providing long-term incentive compensation opportunities. Administration and Eligibility. The Amended Long-Term Equity Plan will generally continue to be administered by the CHC. The CHC has authority to, among other things, interpret the Amended Long-Term Equity Plan and establish rules and regulations for its administration (including guidelines). The CHC, subject to approval by the Board and certain securities and tax law limitations, may amend the Amended Long-Term Equity Plan or terminate it entirely. However, any such amendment will be subject to stockholder approval to the extent required under applicable law or stock exchange requirements. Furthermore, no such action may adversely affect a participant’s rights with regard to an earned but unpaid award, or with regard to Award Shares that were previously issued to the participant, without the participant’s consent. Salaried employees of the Company and its subsidiaries on a U.S. payroll who, in the judgment of the CHC, occupy an executive position capable of contributing to the interests of the Company may be designated by the CHC to participate in the Amended Long-Term Equity Plan. As of March 4, 2026, 96 employees (out of 1,763 employees) are in the class of eligible participants for the Amended Long-Term Equity Plan. The CHC approves Amended Long-Term Equity Plan participants, the performance period, and applicable performance objectives for each award (not later than the 90th day of the applicable performance period, although new participants may be added at a later date). The basis for participation in the Amended Long-Term Equity Plan by eligible persons is the selection of such persons by the CHC or its delegate in its discretion. Performance Factors. The CHC establishes goals and formulas under the Amended Long-Term Equity Plan based on specified performance objectives of the participants, the Company and its subsidiaries over the award term. The formula generally must be established no later than 90 days after the commencement of the performance period. Under the terms of the Amended Long-Term Equity Plan, the permissible performance objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual participant or one or more of the subsidiaries, divisions, business units, departments, regions, functions or other organizational units of the Company or its subsidiaries. Performance objectives may be measured on an absolute or relative basis. Different groups of participants may be subject to different performance objectives for the same performance period. Relative performance may be measured against other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, or against an index or one or more of the performance objectives themselves. Awards. Each year, the CHC establishes one or more long-term incentive targets for each participant. The awards are 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 participant's position and the long-term incentive target percentage for that salary point level. See "Compensation Setting Process - Competitive Market Review" on page 16. These amounts are then increased by 15% to account for the immediately taxable nature of the awards. No minimum award levels will be established. However, maximum annual award levels will be established for certain performance objectives, even if the maximum performance level is exceeded. Target awards for participants will be pro-rated in the event that they change job levels during the applicable performance period, or otherwise in the discretion of the CHC, subject to certain limitations as further described in the Amended Long-Term Equity Plan. Under no circumstances will the amount paid to any participant in a single calendar year as a result of awards under the Amended Long-Term Equity Plan (including the fair market value of any Award Shares) exceed the greater of (i) $12 million or (ii) the fair market value of 500,000 Award Shares, determined at the time of payment. The CHC must certify in writing that the pre-established performance thresholds and any other material terms were met or exceeded prior to payment of any final award. However, unless waived, the CHC retains discretionary authority to (1) increase or decrease the amount of any award that would otherwise be payable to a participant, or (2) adjust the allocation between the cash portion of the award and the equity portion of the award (in each case, subject to certain limitations as described in the Amended Long-Term Equity Plan). Participants generally must be employed by the Company or one of its subsidiaries on the last day of the applicable performance period in order to receive payment of an award for such performance period. However: •In the event of a change in control (as defined in the plan document), participants employed on the date of the change in control (or who die, become disabled or "retire" (as defined in the Amended Long-Term Equity Plan) during such performance period and prior to the change in control) will be entitled to receive a pro-rata award for the applicable performance period, in an amount equal to 100% of their long-term target award for the performance period, pro-rated to reflect the period of time the participants were employed during such performance period prior to the change in control. •Participants who die, become disabled or retire during an award term will be eligible for an award for the performance period calculated based on actual company results, pro-rated to reflect the period of time the participants were employed during the performance period prior to their termination of employment. •Awards for participants who are employed by the Company or one of its subsidiaries on the last day of the performance period but are not employed for the entire performance period will be prorated based on the number of days the participant was actually employed by the Company or one of its subsidiaries during such performance period. •The CHC has discretion to provide for payment of an award to a participant who does not meet any of the foregoing conditions. Awards are allocated by the CHC between a cash component and an equity component which is paid in shares of the Company's Class A Common. The number of Award Shares issued to a participant in any award is determined by taking the dollar value of the stock portion of the award and dividing it by the "formula price." The formula price is the lesser of: •the average closing price of Class A Common on the NYSE at the end of each week during the year preceding the commencement of the award year (or such other previous calendar year determined by the CHC, subject to certain tax-based limitations); or •the average closing price of Class A Common on the NYSE at the end of each week of the applicable performance period.

  58. Additional Information Relating to the Director Compensation Table

    Award Shares are immediately vested when earned (as determined by the CHC). Participants have ownership rights in Award Shares, including the right to vote and receive dividends upon receipt of the Award Shares. However, the Award Shares are subject to certain transfer restrictions for a period of up to ten years from the last day of the performance period (or such other period determined by the CHC). 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 CHC) from the date of retirement. The CHC has the right to release the restrictions at an earlier date, but it is expected to rarely do 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, or in other extraordinary circumstances, as permitted under the terms of the plan (subject to the CHC's discretion). A participant may request an early release of restrictions after the second anniversary of the date the Award Shares were issued. Shares issued under the Amended Long-Term Equity Plan may be shares of original issuance or treasury shares or a combination of the two. Adjustments. The CHC will make or provide for such adjustment in (1) the total number of Award Shares that may be issued under the Amended Long-Term Equity Plan, (2) outstanding Award Shares, (3) the "formula price," and (4) other award terms, as the CHC in its sole discretion, exercised in good faith, may determine is equitably required to reflect (a) any stock dividend, stock split, combination of shares, recapitalization or any other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing (collectively, the "Extraordinary Events"). Further, in the event of any such Extraordinary Events or in the event of a change in control, the CHC may provide in substitution for any or all outstanding Award Shares under the Amended Long-Term Equity Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all Award Shares so replaced in a manner that complies with or is exempt from Code Section 409A and the applicable regulations thereunder. Plan Term. No Award Shares will be issued or transferred under the Amended Long-Term Equity Plan on or after March 1, 2036, but, unless otherwise specified by the CHC, all Award Shares that were issued prior to the termination of the Amended Long-Term Equity Plan will generally continue to be subject to the terms of the Amended Long-Term Equity Plan following termination. Tax Withholding. To the extent that the Company or a subsidiary is required to withhold federal, employment, state or local taxes or other amounts in connection with any award paid to a participant under the Amended Long-Term Equity Plan, and the amounts available for such withholding are insufficient, it will be a condition to the receipt of such award that the participant make arrangements satisfactory to the Company for the payment of the balance of such taxes or other amounts required to be withheld. If a participant’s benefit is to be received in the form of shares of Class A Common, and such participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the CHC, the Company will withhold shares of Class A Common having a value equal to the amount required to be withheld. Federal Income Tax Consequences. This is a brief summary of certain Federal income tax consequences under the Amended Long-Term Equity Plan based on Federal income tax laws currently in effect. It is presented for the information of stockholders considering how to vote on this Proposal and not for Amended Long-Term Equity Plan participants. It is not intended to be complete and does not describe Federal taxes other than income taxes (such as Medicare or Social Security taxes), or state, local or foreign tax consequences. No income generally will be recognized upon the grant of a target award. Upon payment in respect of the earn-out of an award, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any Award Shares received (including any Award Shares withheld by the Company to satisfy tax withholding). To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, and is not an "excess parachute payment" within the meaning of Code Section 280G. Registration with the SEC. We intend to file a Registration Statement on Form S-8 relating to the issuance of additional shares of Class A Common under the Amended Long-Term Equity Plan with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, as soon as practicable after approval of the Amended Long-Term Equity Plan by our stockholders Final 2025 Awards and Estimated 2026 Awards. The NEOs' final awards under the Current Plan for the 2025 performance period are shown in the Summary Compensation Table on page 28. Final awards under the Amended Long-Term Equity Plan for the 2026 performance period are not currently determinable. On March 11, 2026, the CHC Committee finalized the approval of the performance objectives and targets for the awards that may be earned for the one-year performance period ending December 31, 2026. The following chart shows the anticipated target awards for 2026:

  59. (effective March 1, 2026)

    (effective March 1, 2026) 1.Purpose of the Plan The purpose of this Amended and Restated Executive Long-Term Incentive Compensation Plan (this “Plan”) is to help further the long-term interests of NACCO Industries, Inc. (the “Company”) by enabling the Company and/or its wholly-owned subsidiaries (together with the Company, the “Employers”) to attract, retain and reward executive employees of the Employers by offering long-term incentive compensation to those executive employees who will be in a position to make contributions to such Employers. This incentive compensation is in addition to annual compensation and is intended to encourage enhancement of the Company’s stockholder value. 2.Definitions (a)“Average Award Share Price” means the lesser of (i) the average of the closing price per share of Class A Common Stock on the New York Stock Exchange on the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week during the calendar year preceding the commencement of the Performance Period (or such other previous calendar year as determined by the Committee and specified in the Guidelines; provided that such determination shall be made not later than 90 days after the commencement of the applicable Performance Period) or (ii) the average of the closing price per share of Class A Common Stock on the New York Stock Exchange on the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week of the applicable Performance Period. (b)“Award” means an award paid to a Participant under this Plan for a Performance Period (or portion thereof), the actual payout of which is determined pursuant to a formula based upon the achievement of Performance Objectives established by the Committee; provided that such formula shall be established not later than 90 days after the commencement of the Performance Period on which the Award is based and prior to the completion of 25% of such Performance Period. The Committee shall allocate the amount of an Award between the cash component, to be paid in cash, and the equity component, to be paid in Award Shares, pursuant to a formula which is established by the Committee; provided that such formula shall be established not later than 90 days after the commencement of the Performance Period on which the Award is based and prior to the completion of 25% of such Performance Period. (c)“Award Shares” means fully-paid, non-assessable shares of Class A Common Stock that are issued or transferred pursuant to, and with such restrictions as are imposed by, the terms of this Plan and the Guidelines. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing and, in the discretion of the Company, may be issued as certificated or uncertificated shares. (d)“Change in Control” means the occurrence of an event described in Appendix 1 hereto. (e)“Class A Common Stock” means the Company’s Class A Common Stock, par value $1.00 per share, or any security into which such Class A Common Stock may be changed by reason of any transaction or event of the type referred to in Section 9(b) of this Plan. (f)“Code” means the Internal Revenue Code of 1986, as amended. (g)“Committee” means the Compensation Committee of the Company’s Board of Directors or any other committee appointed by the Company’s Board of Directors to administer this Plan in accordance with Section 3, so long as any such committee consists of not less than two directors of the Company and so long as each member of the Committee is (i) an “independent director” under the rules of the New York Stock Exchange and (ii) a “non-employee director” for purposes of Rule 16b-3. (h)“Disabled” means an approved application for disability benefits under an Employer’s long-term disability plan or under any applicable government program. (i)“Guidelines” means the guidelines that are approved by the Committee for the administration of the awards granted under this Plan. To the extent that there is any inconsistency between the Guidelines and this Plan on matters other than the time and form of payment of the Awards, the Guidelines will control, so long as this Plan could have been amended to resolve such inconsistency without the need for further stockholder approval. (j)“Participant” means any person who is classified as a salaried employee of the Employers on a U.S. payroll (including directors of the Employers who are also salaried employees of the Employers) who, in the judgment of the Committee, occupies an executive position in which his efforts may contribute to the interests of the Company and who is designated by the Committee as a Participant in the Plan for a particular Performance Period. (k)“Payment Period” means, with respect to any Performance Period, the period from January 1 to March 15 of the calendar year immediately following the calendar year in which such Performance Period ends. (l)“Performance Objectives” shall mean the measurable performance objectives established pursuant to this Plan for Participants. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or one or more of the subsidiaries, divisions, business units, departments, regions, functions or other organizational units of the Company or its subsidiaries. Performance Objectives may be measured on an absolute or relative basis. Different groups of Participants may be subject to different Performance Objectives for the same Performance Period. Relative performance may be measured against other companies or subsidiaries, divisions, departments, regions, functions or other organizational units within such other companies, or against an index or one or more of the Performance Objectives themselves. Any Performance Objectives applicable to an Award shall be based on one or more, or a combination, of the following criteria, or the attainment of specified levels of growth or improvement in one or more of the following criteria, or any other criteria established by the Committee: return on equity, return on total capital employed, diluted earnings per share, total earnings, earnings growth, return on capital, return on assets, return on sales, safety, compliance with regulatory/environmental requirements, tons of coal or other minerals or yards of limerock or other aggregates severed or delivered, earnings before interest and taxes, revenue, revenue growth, gross margin, net or standard margin, return on investment, increase in the fair market value of shares, share price (including, but not limited to, growth measures and total stockholder return), profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), inventory turns, financial return ratios, market share, earnings measures/ratios, economic value added, balance sheet measurements (such as receivable turnover), internal rate of return, customer satisfaction surveys or productivity, net income, operating profit or increase in operating profit, market share, increase in market share, sales value increase over time, economic value income, economic value increase over time, expected value of new projects or extensions of new or existing projects, development of new or existing projects, adjusted standard margin or net sales. (m)“Performance Period” means any period of one or more years (or portion thereof) on which an Award is based, as established by the Committee and specified in the Guidelines. Any Performance Period(s) shall be established by the Committee not later than 90 days after the commencement of the Performance Period on which such Award will be based and prior to completion of 25% of such Performance Period. (n)“Retire” means a termination of employment at or after age 65 or age 60 with five years of service with one or more of the Employers.

  60. (effective March 1, 2026)

    (o)“Rule 16b-3” means Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (or any successor rule to the same effect), as in effect from time to time. (p)“Salary Points” means the salary points assigned to a Participant by the Committee for the applicable Performance Period pursuant to the Korn Ferry salary point system, or any successor salary point system adopted by the Committee. (q)“Target Award” means a dollar amount calculated by multiplying (i) the designated salary midpoint that corresponds to a Participant’s Salary Points by (ii) the long-term incentive compensation target percent for those Salary Points for the applicable Performance Period, as determined by the Committee. The Target Award is the amount that would be paid to a Participant under this Plan if each Performance Objective is met exactly at target. 3.Administration This Plan shall be administered by the Committee. The Committee shall have complete authority to interpret all provisions of this Plan consistent with law, to prescribe the form of any instrument evidencing any Award granted under this Plan, to adopt, amend and rescind general and special rules and regulations for its administration (including, without limitation, the Guidelines), and to make all other determinations necessary or advisable for the administration of this Plan. A majority of the Committee shall constitute a quorum, and the action of members of the Committee present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the act of the Committee. All acts and decisions of the Committee with respect to any questions arising in connection with the administration and interpretation of this Plan or of any documents evidencing Awards under this Plan, including the severability of any or all of the provisions hereof or thereof, shall be conclusive, final and binding upon the Employers and all present and former Participants, all other employees of the Employers, and their respective descendants, successors and assigns. No member of the Committee shall be liable for any such act or decision made in good faith. In addition, the Committee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in this Plan, and no authorization in any Plan section or other provision of this Plan is intended or may be deemed to constitute a limitation on the authority of the Committee. 4.Eligibility Each Participant shall be eligible to participate in this Plan and receive Target Awards in accordance with Section 5; provided, that, except as otherwise determined by the Committee or as provided in Section 7 below, (a) a Participant must be employed by an Employer on the last day of the Performance Period (or die, terminate employment due to becoming Disabled or Retire during such Performance Period) in order to be eligible to receive payment of an Award for such Performance Period and (b) the Award of a Participant who is described in the preceding clause or who is employed on the last day of the Performance Period but is not employed during the entire Performance Period shall be paid in a pro-rated amount based on the number of days the Participant was actually employed by an Employer during such Performance Period. Notwithstanding the foregoing, the Committee shall have the discretion to provide for payment of an Award to a Participant who does not meet the foregoing requirements. 5.Awards The Committee may, from time to time and upon such conditions as it may determine, authorize grants of Awards to Participants, which shall be consistent with, and shall be subject to all of the requirements of, the following provisions: (a)The Committee shall approve (i) a Target Award to be granted to each Participant and (ii) a formula for determining the payout of each Award, which formula is based upon the Company’s achievement of Performance Objectives as set forth in the Guidelines; provided that the Committee shall approve the foregoing not later than the 90th day of the applicable Performance Period and prior to the completion of 25% of such Performance Period. Each grant shall specify an initial allocation between the cash portion of the Award and the equity portion of the Award. Calculations of Target Awards for a Performance Period shall initially be based on a Participant’s Salary Points as of January 1st of the first year of the Performance Period. However, such Target Awards may be changed during or after the Performance Period under the following circumstances: (i) if a Participant receives a change in Salary Points, salary midpoint and/or long-term incentive compensation target percentage during a Performance Period, such change will be reflected in a pro-rata Target Award, (ii) employees hired into or promoted to a position eligible to become a Plan Participant during a Performance Period will, if designated as a Plan Participant by the Committee, be assigned a pro-rated Target Award based on their length of service during a Performance Period and (iii) the Committee may increase or decrease the amount of a Target Award at any time, in its sole and absolute discretion; provided, however, that no such decrease described in clause (iii) may occur in connection with or following a Change in Control that occurs during or after the applicable Performance Period. (b)Prior to the end of the Payment Period, the Committee shall approve (i) a preliminary calculation of the amount of the payout of each Award based upon the application of the formula and actual performance to the Target Awards previously determined in accordance with Section 5(a); and (ii) a final calculation of the amount of each Award to be paid to each Participant for the Performance Period. Notwithstanding the foregoing, the Committee shall have the power to (1) decrease the amount of the payout of any Award below the amount determined in accordance with Section 5(b)(i); (2) increase the amount of the payout of any Award above the amount determined in accordance with Section 5(b)(i); and/or (3) adjust the allocation between the cash portion of the Award and the equity portion of the Award; provided, however, that no such decrease described in clause (1) may occur in connection with or following a Change in Control that occurs during or after the applicable Performance Period. No Award, including any Award equal to the Target Award, shall be payable under this Plan to any Participant except as determined and approved by the Committee. (c)Each Award shall be 100% vested when and to the extent the Committee determines that it has been earned pursuant to Subsection (b) and shall be fully paid to the Participants no later than the last day of the Payment Period, partly in cash and partly in Award Shares. The whole number of Award Shares to be issued or transferred to a Participant shall be determined by dividing the equity portion of the Award payout by the Average Award Share Price (subject to adjustment as described in Subsection (b) above), with any fractional Award Shares resulting from such calculation payable in cash as provided under the Guidelines. The Company shall pay any and all brokerage fees and commissions incurred in connection with any purchase by the Company of shares which are to be issued or transferred as Award Shares and the transfer thereto to Participants. Awards shall be paid subject to all withholdings and deductions pursuant to Section 6. Notwithstanding any other provision of this Plan, the maximum amount paid to a Participant in a single calendar year as a result of Awards under this Plan (including the fair market value of any Award Shares paid to the Participant) shall not exceed the greater of (i) $12,000,000 or (ii) the fair market value of 500,000 Award Shares, determined at the time of payment.