Matthew M. Rankin

About Matthew M. Rankin

Independent director of NACCO Industries, Inc. (NC); age 52; director since 2017. Currently President and CEO of Carlisle Residential Properties, with a background in commercial lending; he is the great‑grandson of NACCO’s founder and nephew of Non‑Executive Chairman Alfred M. Rankin, Jr., providing long‑term shareholder perspective alongside an independence determination by the Board under NYSE standards .

Past Roles

External Roles

Board Governance

• Independence: Board determined Matthew M. Rankin is independent under NYSE rules .
• Committee assignments (2024): None (not on Audit Review, Compensation & Human Capital (CHC), Nominating & Corporate Governance (NCG), or Executive Committee) .
• Board/committee meetings and attendance: Board held 4 meetings in 2024; all current Directors attended more than 75% of Board and committee meetings on which they served; all Directors attended the 2024 annual meeting .
• Executive sessions: Non‑management directors scheduled to meet in executive session at least once a year, typically after each regular Board meeting; independent directors also met separately (e.g., May 15, 2024) .
• Lead independent director: Not assigned; CHC Committee Chair presides at regularly scheduled meetings of non‑management directors .
• Context: Although NACCO has controlled company characteristics due to Rankin/Taplin family ownership, the Board elects not to use NYSE controlled‑company exemptions; a majority of the Board is independent and all standing committees (Audit Review, CHC, NCG) are fully independent with written charters and annual evaluations .

Committee Assignments (Matthew M. Rankin)

Fixed Compensation

• Standard director compensation structure (applies to NACCO and NNR Board service):

  • Annual Board Retainer: $175,000 for non‑employee directors ($110,000 required in Class A Common); Chairman $250,000 ($150,000 required in Class A Common) .
  • Annual Committee Retainers: $8,000 Audit Review; $5,000 other committees (excluding Executive Committee, which pays $0) .
  • Committee Chair Retainers: $20,000 Audit Review Chair; $15,000 CHC Chair; $10,000 other committee chairs (excluding Executive Committee, which pays $0) .
  • Shares are fully vested on grant but generally subject to a 10‑year holding period; directors may elect additional “Voluntary Shares” for remaining fees without transfer restrictions .

• 2024 Director Compensation – Matthew M. Rankin: | Component | Amount ($) | |---|---| | Fees Earned or Paid in Cash | $95,010 | | Stock Awards (grant date fair value) | $104,299 | | All Other Compensation | $3,074 | | Total | $202,383 | Notes: “All Other Compensation” includes company‑paid insurance premiums and potential matching charitable gifts; matching charitable gift amount for Mr. M. Rankin was $0 in 2024 per plan footnote .

• 2025 Amended Directors’ Equity Compensation Plan (pending/approved as of May 14, 2025):

  • Increases available shares to 200,000 and extends plan term to May 14, 2035 .
  • Retainers paid partly in Mandatory Shares (anticipated 2025 amounts: $112,000 of $179,000 for non‑employee directors; Chairman $195,000 of $300,000) to further align director interests with shareholders .
  • Mandatory Shares carry a 10‑year holding period with specified early‑lapse conditions; Voluntary Shares are unrestricted; annual per‑director cap of 20,000 shares .

Performance Compensation

Other Directorships & Interlocks

• Public company directorships: None disclosed for Matthew M. Rankin .
• Family interlocks: Matthew M. Rankin is the nephew of Non‑Executive Chairman Alfred M. Rankin, Jr.; combined beneficial ownership by named family members (Butler, A. Rankin, R. Rankin, M. Rankin, Taplin) equals 27.14% of Class A and 82.44% of Class B, representing 68.83% of combined voting power (as of March 5, 2025) .
• Controlled‑company context: Class B shares carry 10 votes per share and are convertible into Class A; stockholders’ agreement governs rights of first refusal among Class B holders; Board does not use controlled‑company governance exemptions .

Expertise & Qualifications

• Real estate operating experience as CEO of Carlisle Residential Properties; financial insights from commercial lending background .
• Long‑term shareholder perspective as great‑grandson of the founder and member of founding family; Board has affirmed independence under NYSE rules .

Equity Ownership

• Class B Common: No beneficial ownership disclosed for Matthew M. Rankin .
• Holding/hedging/pledging policies:
  • Mandatory director shares generally must be held for 10 years; Voluntary Shares not subject to holding restrictions .
  • Officers and directors are prohibited from hedging equity compensation or holdings; restricted shares may not be transferred/hedged during restriction periods .
  • Pledging of non‑restricted Class A or Class B shares is not explicitly prohibited but requires prior approval from the General Counsel; no pledging disclosed for Matthew M. Rankin .

Governance Assessment

• Strengths:

  • Independent status with consistent attendance; executive sessions in place; majority‑independent Board and fully independent key committees mitigate controlled‑company risks .
  • Director equity with 10‑year holding aligns long‑term incentives; hedging prohibition strengthens alignment .
  • Transparent director compensation; no stock options; equity usage managed with explicit share pool and burn rate context in proxy .

• Watch items / potential conflicts:

  • Family ties and concentrated voting control via Class B and founding family groups (68.83% combined voting power) can create perceived influence; Matthew has no committee roles, reducing direct oversight leverage relative to peers .
  • Pledging permitted with approval (policy‑level risk), though no pledging disclosed for Matthew; Board should continue robust related‑party transaction reviews (ARC oversight) .

• Shareholder signals:

  • Say‑on‑pay support ~94% in 2024 (89% excluding founding family shares), indicating investor confidence in compensation governance; although focused on NEOs, it reflects broader governance culture .

Related‑Party and Independence Controls

• Audit Review Committee reviews related‑person transactions with defined materiality criteria and recusals; familial relationships among Chairman (A. Rankin), CEO (J.C. Butler, Jr.), and Director (R. Rankin) are disclosed with compensation amounts; no related‑party transactions specific to Matthew M. Rankin disclosed .

Director Compensation Structure Details

Attendance and Engagement

RED FLAGS and Risk Indicators

• Controlled‑company characteristics with high family voting power, though mitigated by the Board’s choice not to use NYSE exemptions and by independent committees .
• No committee assignments for Matthew M. Rankin limits direct influence on audit, compensation, or governance oversight .
• Pledging policy permits non‑restricted share pledges with approval; continued monitoring advisable; no Matthew‑specific pledging disclosed .

Summary Implications for Investors

• Alignment is supported by long‑term equity holding requirements and hedging prohibitions; independence and attendance are positive. Family relationships and concentrated Class B voting power warrant ongoing monitoring, particularly given Matthew’s lack of committee roles; however, strong committee independence and transparent director pay frameworks offset some concerns .