Elizabeth I. Loveman
About Elizabeth I. Loveman
Senior Vice President and Controller; Principal Financial Officer of NACCO Industries, Inc. (NC) since at least prior to 2019; age 55 as of March 1, 2025 . She signs SOX 302 and 906 certifications and attests to effective disclosure controls and ICFR, evidencing accountability for financial reporting quality . Company performance during her tenure: FY 2024 revenue rose to $237.7M from $214.8M in FY 2023; EBITDA remained negative in FY 2024, improving vs FY 2023; TSR “value of $100” stood at $88.40 for the period ended 2024 per the proxy’s PVP table .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $241,719,000 | $214,794,000 | $237,708,000 |
| EBITDA ($USD) | $25,849,000* | $(28,221,000)* | $(18,258,000)* |
Values with asterisks retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NACCO Industries, Inc. | Senior Vice President and Controller; Principal Financial Officer | Prior to 2019 – Present | Company’s principal financial officer; signatory for SOX certifications and SEC filings; responsible for oversight of disclosure controls and ICFR effectiveness . |
| NACCO Industries, Inc. | Vice President and Controller; Principal Financial and Accounting Officer | Through at least Mar 6, 2024 | Served as principal financial and accounting officer; signed 10‑K and 8‑K filings . |
External Roles
Not disclosed in company filings reviewed .
Fixed Compensation
Not individually disclosed for Loveman in DEF 14A (Company identifies only three NEOs). Company-wide senior management framework: base salaries set competitively between 80%–120% of salary midpoint determined via Korn Ferry survey; no guaranteed bonuses; perquisite allowances are modest and standardized by salary point .
Performance Compensation
NACCO’s incentive architecture applies to senior management, with targets anchored in operating plans and strategic goals. While Loveman’s personal payouts are not disclosed, the 2024 plan design and achievement below demonstrate pay-for-performance levers used for executives.
- Short-Term Incentive (2024): Annual cash; capped at 150% of target; metrics span operating profit, safety, environmental, and strategic project execution. Final payout factor for NEOs was 135.1% .
| Metric | Weight | Target | Cap | Actual/Result | Achievement | Payout Contribution |
|---|---|---|---|---|---|---|
| Consolidated Operating Profit | 30% | $23,057,630 | 200% | $27,760,164 | 110.2% | 33.1% |
| Project Focus List | 20% | Not disclosed (strategic) | 125% | Not disclosed | 106.7% | 21.3% |
| MLMC Performance Factor | 5% | Not disclosed (customer outage mitigation) | 125% | Not disclosed | 110.0% | 5.5% |
| Special Project Award | 15% | Present value of new/extended projects | N/A (plan cap still 150%) | Not disclosed | 313.4% | 47.0% |
| Safety Incident Report Index | 15% | ≤50% of national average | 150% | 61.4% | 77.2% | 11.6% |
| MSHA/OSHA Violations | 5% | ≤50% national avg | 150% | 26.7% | 123.3% | 6.2% |
| Environmental Citations | 10% | Zero citations/site | 150% | Awards/recognitions adjustments | 103.8% | 10.4% |
| Final Payout Factor | — | — | 150% plan cap | — | 135.1% | 135.1% |
- Long-Term Equity Plan (2024): 1-year performance period; paid ~65% in restricted stock, ~35% cash; total capped at 200% of target; 10-year transfer restrictions generally for top executives; stock issuance uses lower of average weekly closing price in award year vs prior year ($30.532 vs $35.195 for 2024) .
| Metric | Weight | Target | Cap | Actual/Result | Achievement | Payout Contribution |
|---|---|---|---|---|---|---|
| Consolidated ROTCE | 20% | 3.0% | 150% | 3.5% | 103.2% | 20.6% |
| Consolidated Operating Profit | 18% | $23,057,630 | 200% | $27,760,164 | 110.2% | 19.8% |
| Project Focus List | 25% | Not disclosed | 125% | Not disclosed | 106.7% | 26.7% |
| MLMC Performance Factor | 7% | Not disclosed | 125% | Not disclosed | 110.0% | 7.7% |
| Special Project Award | 20% | Present value of projects | N/A (plan cap still 200%) | Not disclosed | 313.4% | 62.7% |
| Minerals Mgmt Investment Award | 10% | Present value of investments | N/A (plan cap still 200%) | Not disclosed | 207.9% | 20.8% |
| Final Payout Factor | — | — | 200% plan cap | — | 158.3% | 158.3% |
Design notes:
- Equity awards are immediately vested when granted but subject to transfer restrictions up to 10 years for certain executives; earlier release only for death/disability or limited retirement circumstances; no options outstanding or option plans; equity is RS-based .
Equity Ownership & Alignment
- Beneficial ownership: Directors and executive officers as a group controlled 32.52% of Class A and 82.44% of Class B as of March 5, 2025; combined voting power 68.83%; individual holdings for Loveman are not disclosed in the proxy tables reviewed .
- Stock ownership guidelines: No formal multiple-of-salary requirement; alignment enforced via long holding periods on restricted shares (up to 10 years for certain executives) .
- Hedging/pledging: Officers and Directors are prohibited from hedging company equity; pledging of non-restricted shares is permissible only with prior approval from the General Counsel—an alignment risk to monitor .
Employment Terms
- No individual employment or severance agreements for NEOs; senior management (including executives) covered by broad-based severance plans by tenure; discretionary severance possible but not guaranteed .
- Change-in-control: Limited protections—accrued retirement benefits and pro‑rata target awards for the year; no excise tax gross‑ups; benefits are unfunded and paid out upon change-in-control to reduce retention uncertainty .
- Clawback: Policy adopted Nov 7, 2023 applies to NEOs and other executive employees; mandates recoupment of incentive compensation upon required financial restatement under SEC/NYSE rules .
Performance & Track Record
- Controls and reporting: Loveman certified the FY 2024 10-K under SOX 302 and 906; management assessed ICFR as effective; EY audited ICFR; disclosure controls effective—supports credibility of reported results .
- Company TSR and net income context for compensation: PVP table shows TSR “value of $100” of $88.40 for 2024, $105.13 for 2023, and $106.75 for 2022; net income swung from $(39.6)M in 2023 to $33.7M in 2024, indicating recovery against 2023 downturn .
Board Governance (context)
- Governance quality signals: Independent CHC Committee; Korn Ferry engaged as independent compensation consultant; pay targeted to 50th percentile of general industry survey; strong Say‑on‑Pay support (94% in 2024; ~89% excluding founding family votes) .
Compensation Structure Analysis
- Cash vs equity mix: Senior management compensation balances cash STIP with equity LTIP; equity awards immediately vested but illiquid via long transfer restrictions—reduces near-term selling pressure .
- Risk and alignment: Hedging prohibited; pledging allowed with approval (monitor); long holding periods increase alignment but also concentrate exposure; no guaranteed bonuses; capped payouts reduce excessive risk‑taking .
Related Party Transactions and Red Flags
- Controlled company characteristics via Rankin/Taplin family holdings; Board elects not to use NYSE controlled‑company exemptions—committees remain fully independent; audit committee screens related person transactions; no Loveman‑specific RPT disclosures identified .
Say‑on‑Pay & Shareholder Feedback
- Advisory approval of NEO compensation: ~94% in 2024 (8th consecutive year >90%); ~89% excluding founding family, indicating broad shareholder support for pay structure and performance linkage .
Expertise & Qualifications
- Role: Principal Financial Officer; Controller; SEC filing signatory; oversight of ICFR and disclosure controls .
- Education and technical degrees: Not disclosed in filings reviewed .
Work History & Career Trajectory
- Progression: Controller roles with increasing seniority; currently Senior VP and Controller, principal financial officer since at least prior to 2019; previously Vice President and Controller through at least March 2024 .
Compensation Committee Analysis
- Independence and process: Independent CHC Committee; annual risk assessment of compensation programs; Korn Ferry methodology (salary points; 50th percentile targeting); no guaranteed bonuses; clawback policy in place .
Equity Ownership & Alignment (additional detail)
- Long-Term Equity Plan mechanics: RS awards priced at the lower of average weekly closing price during prior year vs award year (2024: $30.532 vs $35.195); RS subject to transfer restrictions up to 10 years for certain executives—promotes long-term value creation .
Investment Implications
- Alignment: Strong—long transfer restrictions on RS awards, hedging ban, high Say‑on‑Pay support and independent CHC oversight. Monitor any approved pledging by executives as a potential red flag .
- Retention risk: Moderate—no individual employment agreements or severance guarantees; however, limited change‑in‑control protections and unfunded plan payouts upon CIC aim to reduce flight risk in transactions .
- Trading signals: 10‑year holding restrictions for top executives materially curb near‑term insider selling pressure; windows and policy constraints further limit opportunistic trades; any Form 4 pledging or sales would be notable given the policy framework .
- Execution risk: Company’s incentive metrics emphasize operating profit, ROTCE, safety and strategic project PVs; consistent plan design suggests stable incentive alignment; watch EBITDA recovery trajectory and TSR trends post‑2024 given recent net income improvement but still negative EBITDA in FY 2024* .
Values with asterisks retrieved from S&P Global.