John S. Dalrymple, III
About John S. Dalrymple, III
Independent director of NACCO Industries, Inc. (NC); age 76; director since 2017. Background includes serving as the former Governor of North Dakota and current owner/manager of Dalrymple Farms, one of North Dakota’s largest agricultural operations, providing strategic, leadership, and regulatory insights—particularly across North Dakota where NACCO has multiple operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of North Dakota | Governor | Not disclosed | Chief executive experience; regulatory and political insight for NACCO’s ND operations |
| Dalrymple Farms | Owner & Manager | Not disclosed (ongoing) | Large-scale operational leadership; strategy and management experience |
External Roles
- None disclosed for other public company boards or committee roles .
Board Governance
- Committees: Audit Review Committee (member) and Nominating & Corporate Governance (NCG) Committee (member); not a chair .
- Attendance: All current directors attended more than 75% of Board and applicable committee meetings in 2024; the Board held 4 meetings (Audit: 6; CHC: 4; NCG: 5; Executive: 0). Directors also attended the 2024 annual meeting .
- Independence: Determined independent under NYSE standards; NACCO’s CHC, Audit Review, and NCG committees are fully independent .
- Executive sessions: Non-management directors meet at least annually (typically after each regular Board meeting); independent directors held a separately scheduled session on May 15, 2024 .
- Board leadership: No lead independent director; CHC Chair presides at non-management director sessions .
| Committee | Membership | Chair Role | 2024 Meetings |
|---|---|---|---|
| Audit Review Committee | Member | No | 6 |
| Compensation & Human Capital (CHC) | Not a member | — | 4 |
| Nominating & Corporate Governance (NCG) | Member | No | 5 |
| Executive Committee | Not a member | — | 0 |
Fixed Compensation
| Component | Dalrymple 2024 | Notes |
|---|---|---|
| Fees earned or paid in cash ($) | $88,010 | Includes cash for fractional shares; Board and committee retainers |
| Stock awards ($) | $104,299 | Mandatory/Voluntary shares under Non-Employee Directors’ Plan; fully vested but subject to holding restrictions |
| All other compensation ($) | $8,074 | Insurance and matching charitable contributions per policy |
| Total ($) | $200,383 | — |
Director compensation schedule (policy-level):
| Type | Amount |
|---|---|
| Annual Board Retainer | $175,000, of which $110,000 paid in Class A Common; Chairman $250,000, of which $150,000 paid in Class A Common |
| Annual Committee Retainer | Audit member $8,000; other committees $5,000; Executive Committee $0 |
| Committee Chair Retainer | Audit Chair $20,000; CHC Chair $15,000; other committee chair $10,000; Executive Committee $0 |
| Holding Restriction | Mandatory director shares subject to 10-year holding period; earlier lapse upon death/disability or defined retirement conditions |
Performance Compensation
- Not applicable. NACCO does not disclose performance-based metrics for director compensation; director equity is delivered as retainer-linked restricted shares with long holding periods, not PSUs/options .
Other Directorships & Interlocks
- No other public company boards disclosed for Dalrymple; no committee interlocks associated with him. Korn Ferry serves as independent compensation consultant; Board noted potential relationship only for Director Lori J. Robinson (Korn Ferry board), not Dalrymple .
Expertise & Qualifications
- Leadership and operating expertise from leading one of the largest farms in ND; prior state executive experience as Governor, informing strategy and regulatory navigation for NACCO’s ND footprint .
Equity Ownership
| Security | Shares Beneficially Owned | Ownership Type | % of Class |
|---|---|---|---|
| Class A Common | 22,224 | Sole voting/investment power | <1% |
| Class B Common | — | — | — |
- Section 16 compliance: One late Form 4 transaction due to administrative error; subsequently reported on October 17, 2024 .
- Hedging/pledging policy: Officers and Directors are prohibited from hedging equity awards; pledging of non-restricted shares is not explicitly prohibited but requires prior approval from the General Counsel .
- Mandatory share holding: Director shares granted as part of retainer generally must be held for 10 years, aligning director incentives with long-term shareholder value .
Governance Assessment
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Independence and committee roles: Dalrymple is independent and serves on two oversight-critical committees (Audit; NCG). No chair roles; participation includes signatory on Audit Review Committee’s report, underscoring engagement in financial oversight .
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Attendance and engagement: Meets attendance expectations; Board and committee cadence indicates regular engagement; directors attended 2024 annual meeting; executive and independent sessions conducted, supporting board effectiveness .
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Compensation alignment: 2024 equity component $104,299 (~52% of $200,383 total), with 10-year holding restrictions promoting long-term alignment; retainer structure balances cash and equity; no options or performance shares that might misalign incentives .
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Conflicts/related-party: No related-party transactions disclosed for Dalrymple; broader controlled company characteristics exist (Rankin/Taplin family significant voting power), but NACCO elects not to use NYSE controlled company exemptions and maintains independent committees .
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Risk indicators:
- Minor: Single late Section 16 filing in 2024; remediated via Form 4 on Oct 17, 2024 .
- Policy safeguards: Prohibitions on hedging director equity; approval required for pledging, which could be a potential risk if used, though no pledging by Dalrymple is disclosed .
- Board oversight: Audit, CHC, NCG fully independent; CHC retains independent consultant; annual risk assessment of compensation programs conducted .
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Say-on-Pay context: Strong shareholder support for executive compensation (94% approval in 2024; 89% excluding founding family shares), indicating broader investor confidence in governance frameworks; though not specific to directors, it reflects compensation oversight quality .
Overall: Dalrymple’s independence, Audit/NCG roles, and long-hold equity retainer support alignment and oversight. The single late filing is a minor administrative issue. Controlled company dynamics are mitigated by NACCO’s choice to adhere to NYSE independence standards and maintain fully independent key committees .