John D. Neumann
About John D. Neumann
Senior Vice President, General Counsel and Secretary of NACCO Industries, Inc. and NACCO Natural Resources Corporation since at least 2019; age 49 as of March 1, 2025 . Compensation is tied to operating profit, ROTCE, safety, environmental and strategic project goals rather than TSR; company TSR for 2022–2024 moved from $106.75 to $88.40 per $100 initial investment while Net Income fluctuated from $74.2M (2022) to $(39.6)M (2023) to $33.7M (2024) . NACCO’s say‑on‑pay approval remained strong (94% in 2024; 89% excluding founding family shares), reflecting investor support for pay design focused on operating metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NACCO Industries, Inc. | SVP, General Counsel and Secretary | Prior to 2019–present | Oversees legal, governance, and compliance; executive officer of the parent company . |
| NACCO Natural Resources Corporation | SVP, General Counsel and Secretary | Prior to 2019–present | Legal leadership for operating subsidiary portfolio (coal, NAMining, minerals management) . |
External Roles
No external directorships or outside roles disclosed for Neumann in NACCO’s filings; executive officer listings show only NACCO/NNRC positions .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $402,604 | $403,227 |
| Cash in Lieu of Perquisites ($) | $16,000 included in salary | $16,000 included in salary; salary midpoint $378,600 (107% of midpoint) |
| All Other Compensation ($) | $116,111 | $117,129 |
| Total Compensation ($) | $1,012,380 | $1,130,460 |
Additional fixed/benefit details for 2024:
- Employer qualified/excess plan contributions: $17,250 (qualified match), $13,674 (excess match), $28,750 (qualified profit sharing), $34,002 (excess profit sharing) .
- Tax gross-up limited to service awards: $72; perquisites listed as $0; “Other” $19,619 (disability, umbrella liability, float holidays) .
Performance Compensation
| Short-Term Incentive Plan (STIP) | Weight | Target | Actual | Payout Factor | Neumann STIP Payout ($) | Vesting/Holding |
|---|---|---|---|---|---|---|
| Consolidated Operating Profit | 30% | $23,057,630 | $27,760,164 | 110.2% | ||
| Project Focus List (strategic) | 20% | — | — | 106.7% | ||
| MLMC Performance Factor | 5% | — | — | 110.0% | ||
| Special Project Award | 15% | — | — | 313.4% | ||
| Safety Incident Report Index | 15% | 50% of national avg | 61.4% | 77.2% | ||
| MSHA/OSHA Violations | 5% | 50% of national avg | 26.7% | 123.3% | ||
| Environmental Citations | 10% | Zero per site | — | 103.8% | ||
| Final STIP Payout | — | — | — | 135.1% | $230,170 | Paid cash annually; no holding period |
| Notes: Several targets/results withheld due to competitive sensitivity; total STIP capped at 150% . |
| Long-Term Equity Plan (LTEP) | Weight | Target | Actual | Payout Factor | Neumann LTEP (Cash-Denominated) ($) | LTEP Grant FMV ($) | Vesting/Holding |
|---|---|---|---|---|---|---|---|
| Consolidated ROTCE | 20% | 3.0% | 3.5% | 103.2% | |||
| Consolidated Operating Profit | 18% | $23,057,630 | $27,760,164 | 110.2% | |||
| Project Focus List (strategic) | 25% | — | — | 106.7% | |||
| MLMC Performance Factor | 7% | — | — | 110.0% | |||
| Special Project Award | 20% | — | — | 313.4% | |||
| Minerals Management Investment Award | 10% | — | — | 207.9% | |||
| Final LTEP Payout | — | — | — | 158.3% | $344,611 | $356,555 | Fully vested when granted; ~65% in restricted stock with 10‑year transfer restriction; ~35% cash |
| Target LTEP value set at 57.5% of salary midpoint (includes 15% gross‑up for taxability); for Neumann: Target $217,695; payout 158.3% . |
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 5, 2025) | Shares | % of Class |
|---|---|---|
| Class A Common – John D. Neumann | 38,445 | <1% |
| Class B Common – John D. Neumann | 0 | — |
| Stock Granted/Vested from 2024 LTEP | Shares Acquired on Grant | Value Realized ($) | Notes |
|---|---|---|---|
| John D. Neumann | 7,336 | $235,926 | Valued at $32.160 avg high/low on Feb 18, 2025; shares subject to 10‑year transfer restriction; cash portion satisfied withholding . |
| Nonqualified Deferred Compensation (Excess Plan, 2024) | Exec Contributions ($) | Employer Contributions ($) | Aggregate Earnings ($) | Withdrawals ($) | Year-End Balance ($) |
|---|---|---|---|---|---|
| John D. Neumann | $31,442 | $47,676 | $10,392 | $102,296 | $89,510 |
Alignment policies:
- Hedging prohibited for officers/directors; limited trading windows .
- Pledging not explicitly prohibited but requires prior approval from the Senior Vice President, General Counsel and Secretary (i.e., the corporate role Neumann holds) .
- No formal stock ownership multiple requirement; long-term equity awards carry up to 10‑year holding, driving accumulation .
- Company does not grant stock options; equity is restricted stock; options outstanding not applicable .
Employment Terms
- No individual employment or severance agreements; termination benefits provided under broad-based plans (earned salary, vacation, retirement and plan-based incentives only) .
- Change-in-control provisions are limited: accelerate payment timing of previously vested incentive and nonqualified retirement benefits and pay pro‑rata target awards for the year of change in control; no excise tax gross‑ups .
- Estimated change-in-control payout at 12/31/2024 (pro‑rata target awards): $388,065 for Neumann .
- Clawback policy adopted Nov 7, 2023; recoupment if financials require correction and compensation was determined on them .
- Insider trading policy filed as Exhibit 19 to 2024 10‑K .
Compensation Structure (2024 specifics)
| Target Mix (2024) | Salary Midpoint ($) | Cash in Lieu ($) | STIP Target ($) | LTEP Target ($) | Total Target ($) |
|---|---|---|---|---|---|
| John D. Neumann | $378,600 | $16,000 | $170,370 | $217,695 | $782,665 |
Design features and governance:
- Targets benchmarked to Korn Ferry General Industry survey; target compensation positioned around 50th percentile .
- ~50%+ of non-CEO NEO compensation tied to performance; caps on awards; 10‑year holding on equity strengthens long-term focus .
- TSR not used as a metric due to low trading liquidity; emphasis on operating profit, ROTCE, safety, environmental, strategic growth factors .
Investment Implications
- Alignment: Large share of pay tied to operating and ROTCE outcomes with 10‑year equity holding materially limits near‑term selling pressure; hedging banned and pledging requires approval, reducing misalignment risk .
- Retention: Immediate vesting with long transfer restrictions plus steady STIP/LTEP design promote retention; absence of individual employment/severance contracts suggests flexibility but limited guaranteed protection, offset by change‑in‑control pro‑rata awards .
- Trading signals: 2024 over‑target payouts (STIP 135.1%; LTEP 158.3%) driven by operating profit, ROTCE and strategic projects indicate strong execution emphasis; monitor future disclosures for special project magnitude to gauge repeatability .
- Ownership: Neumann’s direct beneficial ownership (<1% of Class A) is modest, but long‑term award holding requirements force accumulation; no formal ownership guideline may limit mandated skin‑in‑the‑game beyond plan mechanics .
- Governance watchpoints: Pledging permitted with approval by the Senior VP, GC & Secretary (Neumann’s own role), which warrants board‑level oversight to avoid perceived conflicts; clawback policy is in place per NYSE/SEC rules .