Robert S. Shapard
About Robert S. Shapard
Independent director since 2020 (age 69), retired Chief Executive Officer of Oncor Electric Delivery, and current director of Oncor Electric Delivery and Leidos Holdings. He chairs NACCO’s Audit Review Committee, qualifies as an audit committee financial expert, and previously served as a chief financial officer, bringing financial oversight depth and power industry expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oncor Electric Delivery | Chief Executive Officer (retired) | Prior to 2020 (dates not disclosed) | Led large utility operations; CFO experience enhances financial oversight |
| NACCO Industries (NC) | Audit Review Committee Chair; CHC Committee member; Executive Committee member | Director since 2020 | Audit chair and SEC-defined “financial expert”; risk, controls, and ethics oversight; CHC involvement in pay/human capital |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oncor Electric Delivery | Director | Prior to 2020–present | Continued governance role post-CEO tenure |
| Leidos Holdings, Inc. | Director | Prior to 2020–present | Interlock: NC director Gen. John P. Jumper is former Leidos Chairman/CEO and NC director |
Board Governance
- Committee assignments: Audit Review Committee Chair; Compensation & Human Capital (CHC) Committee member; Executive Committee member .
- Independence: Board determined Shapard is independent under NYSE standards; all three key committees are fully independent .
- Attendance and engagement: 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; independent directors met separately on May 15, 2024; no Lead Independent Director (CHC Chair presides) .
- Audit Review Committee report: Signed by Shapard as Chair; committee oversees financial reporting, internal control, auditor independence, and cybersecurity risk oversight .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $103,010 |
| Stock Awards (grant‑date fair value) | $104,299 |
| All Other Compensation | $2,975 |
| Total | $210,284 |
Director fee schedule (in effect during 2024; paid quarterly):
- Annual Board retainer: $175,000; $110,000 mandatory in Class A shares (Chairman: $250,000; $150,000 mandatory in shares) .
- Annual Committee retainer: $8,000 (Audit member); $5,000 (other committees except Executive); $0 (Executive Committee) .
- Committee Chair retainer: $20,000 (Audit Chair); $15,000 (CHC Chair); $10,000 (other committee chairs; $0 Executive Committee) .
- Equity mechanics: Mandatory shares fully vested at grant but subject to 10‑year transfer restrictions; voluntary share elections (up to 100% of remaining fees) have no holding restrictions .
Performance Compensation
- Directors do not receive performance‑based bonuses or options; compensation is retainer‑based with a mandatory equity component. Mandatory shares have 10‑year holding periods to enforce alignment; no options are granted under director plans .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Conflict Commentary |
|---|---|---|---|
| Oncor Electric Delivery | Director | None identified among NC directors | Oncor is a T&D utility; no related‑party transaction disclosed with NACCO . |
| Leidos Holdings | Director | NC director Gen. John P. Jumper is former Leidos Chairman/CEO and NC director | Governance interlock may facilitate information flow; Board affirms independence for Shapard and overall committee composition . |
Expertise & Qualifications
- Audit committee financial expert (SEC definition); financially literate under NYSE standards .
- Prior CFO experience and utility CEO background provide financial, operational, and power industry insight relevant to NACCO’s coal/power generation customers .
- As Audit Chair, leads oversight of financial integrity, controls, compliance, and cybersecurity risks .
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Class A Common | 14,669 | <1% |
- Directors receive mandatory quarterly shares (10‑year holding restriction); voluntary shares are unrestricted; number of shares per quarter based on average weekly closing prices .
- Hedging is prohibited for officers and directors; pledging of non‑restricted shares requires prior approval from the General Counsel .
Governance Assessment
- Positives: Independent director with deep financial and operational credentials; Audit Chair and SEC financial expert; strong attendance; mandatory long holding period on director equity; anti‑hedging policy enhances alignment .
- Neutral/Watch: Interlock via Leidos board (with another NC director) could create perceived influence channels, though independence is affirmed; NACCO’s controlled company characteristics (founding families) but Board voluntarily adheres to NYSE independence standards .
- Compensation alignment: Roughly 50/50 cash/equity mix for Shapard in 2024, with a mandatory equity portion subject to 10‑year holding—supports long‑term orientation; no options or performance bonuses for directors reduces pay‑for‑performance signal but avoids option‑related risk .
- Related‑party exposure: No related‑person transactions disclosed for Shapard; Board/committee process reviews and restricts related‑party dealings; family ties exist elsewhere (Chairman/CEO), not involving Shapard .
- Forthcoming change: 2025 Amended Directors’ Equity Plan increases mandatory equity portion ($112,000 of $179,000 retainer; Chairman $195,000 of $300,000), extends plan term, and caps 20,000 shares per director per year—generally supportive of director‑shareholder alignment .
Overall signal: Shapard’s independence, audit leadership, and long‑term equity holding requirements support investor confidence; monitor Leidos interlock dynamics and any pledging approvals for ongoing alignment and risk controls .