Britton T. Taplin
About Britton T. Taplin
Britton T. Taplin (age 68) has served on NACCO Industries, Inc.’s Board since 1992; he is self‑employed in personal investments and is described as having extensive knowledge of the mining industry and the Company . He is an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Self-employed | Personal investments | Prior to 2020–present | Long-tenured NACCO director with mining industry knowledge |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hyster‑Yale | Director | Prior to 2020–present | Family-linked interlocks common across NACCO/Hyster‑Yale/HBBHC boards |
| Hamilton Beach Brands, Inc. (HBBHC) | Director | Prior to 2020–present | Interlocks with other NACCO directors |
Board Governance
- Independence: Board determined Taplin is independent under NYSE rules .
- Committee assignments: None in 2024 (not a member of Audit Review, CHC, NCG, or Executive Committees) .
- Attendance: The Board held four meetings in 2024; all current directors attended >75% of Board and applicable committee meetings; all attended the 2024 annual meeting .
- Leadership and executive sessions: Chairman and CEO roles are separated; no Lead Independent Director (CHC Chair presides over non‑management director sessions) .
- Controlled company characteristics: NACCO’s founding families (Rankin/Taplin) collectively control voting power; although eligible for NYSE controlled‑company exemptions, the Board elects not to use them and maintains fully independent committees .
Fixed Compensation
- Structure (non‑employee directors, 2024):
- Annual retainer: $175,000; $110,000 paid in Class A Common (Mandatory Shares); Chairman retainer $250,000 with $150,000 in stock .
- Committee retainers: $8,000 Audit Review; $5,000 other committees (except Executive Committee: $0); Committee chair fees: $20,000 Audit, $15,000 CHC, $10,000 others .
- Insurance/perks: Company-paid life insurance ($50,000), AD&D (director and spouse), $10 million personal excess liability (except for specified directors), and up to $5,000 matching charitable contributions .
- Holding period: Mandatory Shares fully vested at grant but generally subject to 10‑year transfer restrictions; Voluntary Shares (additional electable stock in lieu of cash) are fully vested and not subject to these transfer restrictions .
- Taplin 2024 actual:
- Fees earned/paid in cash: $65,010
- Stock awards (grant date fair value): $104,299
- All other compensation: $5,424
- Total: $174,733
| Component | Amount ($) | Source |
|---|---|---|
| Annual cash fees | 65,010 | 2024 Director Compensation |
| Stock awards (retainer in Class A) | 104,299 | Non‑Employee Directors’ Plan |
| Other compensation | 5,424 | Insurance/perks/matching gifts |
| Total 2024 | 174,733 |
Performance Compensation
- NACCO does not use performance metrics for non‑employee director pay; equity is retainer‑based with long holding periods (no options) .
| Plan / Metric | Description | Performance Linkage |
|---|---|---|
| Non‑Employee Directors’ Equity Compensation Plan | Mandatory/Voluntary Shares of Class A Common tied to retainer amounts; 10‑year holding on Mandatory Shares | None (retainer-based; not performance-based) |
| Stock options | Company does not sponsor stock option plans; none granted in 2024 | N/A |
Other Directorships & Interlocks
| Entity | Role | Interlock Context |
|---|---|---|
| Hyster‑Yale | Director | Multiple NACCO directors also serve on Hyster‑Yale boards, reinforcing family-linked governance networks |
| Hamilton Beach Brands, Inc. | Director | Shared directorships across NACCO/HBBHC common in the group |
| Family ties | Cousin of Alfred M. Rankin, Jr. | Combined family beneficial ownership controls significant voting power (32.52% Class A; 82.44% Class B for directors/officers group; 68.83% combined voting power) |
Expertise & Qualifications
- Long-tenured NACCO director (since 1992) with extensive knowledge of mining industry and Company operations .
- Independent status provides Board balance amid controlled-company characteristics .
Equity Ownership
- Class A Common beneficial ownership (as of March 5, 2025):
- Sole voting/investment power: 63,088 shares
- Shared voting/investment power: 410,975 shares
- Aggregate amount: 474,063 shares; 8.08% of Class A
- Class B Common beneficial ownership: None (0%)
- Disclaimers and pledging:
- Taplin may be deemed to share voting/investment power over shares held by Abigail LLC (56,120) and Abigail II LLC (349,100); he disclaims beneficial ownership in excess of pecuniary interest (Abigail LLC: 37,413; Abigail II LLC: 192,005) .
- RED FLAG: Taplin’s spouse has pledged 5,755 shares of Class A Common as collateral .
- Restricted share holding: Director Mandatory Shares are fully vested but generally subject to a 10‑year transfer restriction, reinforcing long‑term alignment .
- Options/derivatives: Company does not sponsor stock option plans; none outstanding for directors .
| Class | Sole Power (#) | Shared Power (#) | Aggregate (#) | % of Class |
|---|---|---|---|---|
| Class A Common | 63,088 | 410,975 | 474,063 | 8.08% |
| Class B Common | — | — | — | 0% |
| Notes | Spouse pledged 5,755 shares (RED FLAG) |
Governance Assessment
- Strengths
- Independent director with >30 years of board experience; stable attendance and engagement (>75% attendance and annual meeting participation) .
- Long-hold equity for directors (10‑year restriction on Mandatory Shares) bolsters long‑term alignment; no director stock options .
- Board declines to use NYSE controlled‑company exemptions; audit/compensation/NCG committees fully independent .
- Risks / RED FLAGS
- Spousal pledging of NACCO shares (5,755) presents alignment/ financing risk typical of pledge programs; prior approval required for pledging non‑restricted shares but policy does not prohibit pledging outright .
- Family‑controlled voting structure and extensive interlocks across NACCO/Hyster‑Yale/HBBHC may elevate related‑party/entrenchment risk despite independent committee structures .
- Net view: Taplin’s independence, tenure, and long-hold equity support board effectiveness; however, family control and a spousal pledge warrant monitoring for potential conflicts and investor alignment impacts .