Valerie Gentile Sachs

About Valerie Gentile Sachs

Valerie Gentile Sachs is an independent director of NACCO Industries (NC), age 69, serving on the board since 2023. She is a business-oriented lawyer and retired Vice President, General Counsel and Corporate Secretary of OM Group, Inc., with extensive experience in corporate governance, compliance, and executive compensation; she also serves as a director of CECO Environmental Corp. . The Board has determined she is independent under NYSE and SEC standards, and all current directors attended more than 75% of board and committee meetings; directors also attended the 2024 annual meeting of stockholders .

Past Roles

External Roles

Board Governance

• Committee assignments (2024): Compensation & Human Capital (member), Nominating & Corporate Governance (Chair), Executive Committee (member) .
• Independence: Board determined Sachs is independent; majority of Board and all CHC, Audit, and NCG committees are entirely independent .
• Attendance: Board met 4 times in 2024; all directors attended >75% of board and committee meetings; independent directors met separately on May 15, 2024; directors attended the 2024 annual meeting .
• Executive sessions: Non-management directors meet in executive session at least annually, typically after each regular meeting; CHC Chair presides at non-management sessions; the company does not assign a lead independent director .
• Committee activity levels (2024): Audit Review (6), CHC (4), NCG (5), Executive (0) meetings .

Fixed Compensation

• Standard director pay schedule: Annual Board retainer $175,000 ($110,000 mandatorily paid in Class A Common shares); Committee retainer $8,000 (Audit), $5,000 (other committees, $0 Executive); Committee chair retainer $20,000 (Audit), $15,000 (CHC), $10,000 (other committees, $0 Executive); Chairman’s retainer $250,000 ($150,000 in shares) .
• Holding requirement: Mandatory director shares are fully vested at grant but generally subject to a 10-year transfer restriction; voluntary shares (if elected in lieu of cash) are not restricted .

Notes:

• All director equity awards are immediately vested; no outstanding equity awards at year-end 2024 .
• Perquisites included insurance coverages and matching charitable gifts (Sachs: matching gift $2,500 in 2024; $2,750 in 2023) .

Performance Compensation

• Directors do not receive performance-based cash bonuses, stock options, PSUs, or performance-tied equity; director equity is retainer-based, vested at grant, with long holding periods rather than performance vesting .
• No stock options are sponsored by the Company and none were granted in 2024 (company-wide) .

Other Directorships & Interlocks

• Committee interlocks: The CHC Committee includes Sachs; General Lori Robinson serves as a director of Korn Ferry, the Company’s independent compensation consultant; Board affirmatively determined Robinson’s independence (context to consultant relationships; not an interlock for Sachs) .

Expertise & Qualifications

• Business-oriented lawyer with 25+ years advising public companies; executive management, governance, compliance, and executive compensation expertise; experience through strategic transitions, integrations, and restructurings .
• Governance depth supports Board and committees on which she serves .

Equity Ownership

Additional alignment provisions:

• Mandatory director shares are fully vested at grant but generally subject to a 10-year transfer restriction, with earlier lapse upon death, disability, retirement conditions or Board discretion; directors have dividend and voting rights during holding period .
• Hedging: Directors prohibited from hedging company equity; Pledging of non-restricted shares requires prior approval from the SVP, General Counsel and Secretary (policy allows pledging with controls; no pledging by Sachs disclosed) .

Governance Assessment

Strengths and positive signals:

• Independent status; Chair of NCG Committee in 2024—direct role in board composition, independence evaluation, shareholder engagement, and corporate responsibility oversight .
• High attendance and engagement: board met 4 times in 2024; all directors >75% attendance; executive sessions held regularly; independent directors met May 15, 2024 .
• Long holding periods for director equity (10 years) and prohibition on hedging support long-term alignment; ability to elect additional equity in lieu of cash further aligns pay with shareholder outcomes .
• Company compensation governance: robust committee oversight; clawback policy implemented for executives per SEC/NYSE rules; strong say-on-pay support (~94% in 2024), indicating investor confidence in pay programs .

Watch items and potential conflicts:

• Controlled-company dynamics via Rankin family relationships (Chairman and CEO related); Board elected not to use NYSE controlled-company exemptions and maintains independent committees; related-party transactions subject to Audit Review Committee oversight; not directly implicating Sachs but a backdrop for governance diligence .
• Pledging permitted with pre-approval—policy risk mitigated by controls; no pledging by Sachs disclosed .
• Ownership is modest (<1%), typical of independent directors given retainer structure; alignment primarily via mandatory share grants and long holding periods rather than large personal stakes .

Overall assessment:

• Sachs brings legal and governance expertise and now chairs the NCG Committee, strengthening board independence processes and governance quality. The director pay structure and policies (mandatory equity with long holding, anti-hedging, independent committees, active executive sessions) support investor confidence; vigilance remains warranted regarding controlled-company family ties and pledging policy allowances, though controls are in place .