John P. Jumper
About John P. Jumper
Independent director of NACCO Industries, Inc. (NC) since 2012; age 80. Retired Director and former Chairman & CEO of Leidos Holdings, Inc., and retired Chief of Staff of the United States Air Force. Brings demonstrated leadership, governance and executive compensation insight from prior Fortune 500 CEO roles and deep cybersecurity expertise (oversaw USAF’s first information warfare squadron; led Leidos, a leading federal cybersecurity contractor). Currently also serves as a director of Hyster-Yale and Hamilton Beach Brands Holding Company (HBBHC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leidos Holdings, Inc. | Retired Director; former Chairman & CEO | Former | Led a major federal cybersecurity contractor; contributes strategy, leadership development, governance and executive compensation expertise . |
| United States Air Force | Retired Chief of Staff | Former | Oversaw creation of USAF’s first information warfare squadron; brings extensive cybersecurity leadership to the Board . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Hyster-Yale, Inc. | Director | From prior to 2020 to present | Public company affiliation; shared governance network with NC directors . |
| Hamilton Beach Brands Holding Company (HBBHC) | Director | From prior to 2020 to present | Public company affiliation; shared governance network with NC directors . |
Board Governance
- Committee assignments (2024): Audit Review (member), Compensation & Human Capital (CHC) (member), Nominating & Corporate Governance (NCG) (member). Committee meetings held in 2024: Audit 6, CHC 4, NCG 5 .
- Prior chair role: NCG Committee Chair in 2023; also a member of Audit Review and CHC in 2023 .
- Independence: Board classifies Jumper as independent; NC’s Audit, CHC, and NCG committees are composed entirely of independent directors .
- Attendance: In 2024, all current directors attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet in executive session at least annually, typically after each regular Board meeting; independent directors also met separately on May 15, 2024 .
- Board leadership: Chairman and CEO roles are separated; NC does not appoint a Lead Independent Director—CHC Chair presides at non-management director sessions .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 93,055 | 93,010 |
| Stock Awards ($) | 111,561 | 104,299 |
| All Other Compensation ($) | 7,701 | 8,074 |
| Total ($) | 212,317 | 205,383 |
Director pay framework (effective 2025 unless noted):
- Annual Board Retainer: $175,000, of which $110,000 must be paid in Class A shares (Chairman: $250,000, with $150,000 in shares) .
- Committee membership retainers: $8,000 (Audit), $5,000 (other committees, excluding Executive Committee which is $0) .
- Committee chair retainers: $20,000 (Audit), $15,000 (CHC), $10,000 (other committees, excluding Executive Committee which is $0) .
- Perquisites for directors may include life, AD&D, personal excess liability insurance, and matching charitable contributions up to $5,000; these amounts are included in “All Other Compensation” .
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| Mandatory Shares | Portion of retainer is paid in Class A shares; fully vested at grant; subject to a 10-year transfer/holding restriction with limited exceptions . | None disclosed for directors; grants are retainer-based, not performance-based . |
| Voluntary Shares | Director may elect to receive up to 100% of remaining retainer/fees in additional shares; fully vested; not subject to transfer restrictions . | None disclosed for directors . |
| Options | No option awards for directors in 2023 or 2024 director compensation tables; company reports zero outstanding options under equity plans . |
Other Directorships & Interlocks
| External Board | Role | Interlock Considerations |
|---|---|---|
| Hyster-Yale, Inc. | Director | Several NC directors have overlapping roles at HBBHC and/or Hyster-Yale (e.g., Alfred M. Rankin Jr. and Michael S. Miller), reflecting a governance network among affiliates; committees remain fully independent under NYSE rules . |
| Hamilton Beach Brands Holding Co. | Director | See above; shared governance network noted . |
- Controlled company characteristics: NC acknowledges characteristics of a “controlled company” under NYSE rules due to significant Rankin/Taplin family holdings, but elects not to use controlled company exemptions; maintains a majority independent board and fully independent Audit/CHC/NCG committees .
Expertise & Qualifications
- Leadership and governance: Former USAF Chief of Staff and Fortune 500 CEO/Chair; brings strategy, leadership development, governance and executive compensation insight .
- Cybersecurity: Created USAF’s first information warfare squadron; CEO of Leidos with deep federal cybersecurity exposure .
- Audit committee financial expert designation: The Audit Committee’s designated financial experts are Michael S. Miller and Robert S. Shapard (not Jumper) .
Equity Ownership
| Class | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Class A Common | 30,171 | <1% |
| Class B Common | 0 | 0% |
Ownership alignment and policies:
- Director equity is immediately vested but subject to a 10-year holding restriction for mandatory shares, enhancing long-term alignment .
- Hedging: Prohibited for directors; Pledging: not prohibited for non-restricted shares but requires prior approval from the General Counsel .
- No pledging disclosures for Jumper are noted in beneficial ownership tables/footnotes (contrasts with pledging footnotes for certain family trusts) .
Governance Assessment
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Strengths
- Independent status; extensive leadership and cybersecurity expertise highly relevant to NC’s risk oversight (Audit Committee also oversees cybersecurity) .
- Strong attendance and engagement; executive sessions held regularly; all directors attended the 2024 annual meeting .
- Long-hold director equity structure and prohibition on hedging support alignment with long-term shareholder value .
- Compensation committee interlocks: none identified; CHC composed solely of independent directors .
-
Constraints/Context
- NC exhibits controlled company characteristics with concentrated voting power among Rankin/Taplin family affiliates; while exemptions aren’t used, investor perception risk persists given high combined voting power (68.83%) among directors and executives as a group .
- Committee chair rotation: Jumper chaired NCG in 2023 but not in 2024, indicating evolving leadership roles on the Board .
-
Shareholder sentiment
- Say-on-pay support remained strong (~94% approval in 2023), indicating favorable investor views on compensation governance broadly (for NEOs) .
RED FLAGS
- Controlled company dynamics and significant family ownership concentrations, including cross-board affiliations with HBBHC/Hyster-Yale, can raise governance optics risks despite formal independence of key committees .
- Pledging is not categorically prohibited for non-restricted shares (requires approval), a policy that some governance frameworks view as weaker, though no Jumper-specific pledging is disclosed .
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