W. Paul McDonald
About W. Paul McDonald
W. Paul McDonald, age 66, is an independent director of NACCO Industries (NC) since 2024. He is the retired Vice President – Engineering of Pioneer Natural Resources Company (1993–2019) with over 35 years of oil and gas industry experience, bringing deep engineering and operational expertise to the Board . He serves on the Compensation and Human Capital (CHC) Committee; the Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pioneer Natural Resources Company | Vice President – Engineering | 1993–2019 | Led engineering and operations; adds oil & gas technical depth to NC’s mining and minerals businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for McDonald in the proxy |
Board Governance
- Committee assignments: CHC Committee member; not on Audit Review, NCG, or Executive Committees .
- Independence: Board-designated independent director; all members of CHC, Audit Review, and NCG Committees are independent .
- Attendance: Board held 4 meetings in 2024; all directors attended >75% of Board and their committee meetings; executive sessions of non-management directors typically follow each regular Board meeting; independent directors also met on May 15, 2024 .
- Governance context: Though NC may be viewed as a “controlled company,” the Board elects not to use NYSE controlled company exemptions and maintains a majority-independent Board with fully independent CHC, Audit Review, and NCG Committees with written charters and annual evaluations .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation & Human Capital (CHC) | Member | 4 |
| Audit Review | Not a member | 6 |
| Nominating & Corporate Governance (NCG) | Not a member | 5 |
| Executive | Not a member | 0 |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 75,010 | Includes annual Board retainer and CHC membership retainer; cash for fractional shares under the Directors’ equity plan |
| All Other Compensation | 2,650 | Company-paid insurance and related benefits; McDonald did not use matching charitable gift program in 2024 |
| Total Fixed Compensation | 77,660 | Cash + other (excludes equity) |
Retainer structure for non-employee directors (2024): $175,000 annual Board retainer ($110,000 mandatory in Class A shares), plus committee retainers ($8,000 for Audit Review; $5,000 for other committees; $0 for Executive) and committee chair fees (Audit Review $20,000; CHC $15,000; NCG $10,000) .
Performance Compensation
| Component | Amount ($) | Structure | Holding/Vesting |
|---|---|---|---|
| Stock Awards | 104,299 | Mandatory shares under Non-Employee Directors’ Equity Compensation Plan; directors may elect additional voluntary shares in lieu of cash | Fully vested at grant; mandatory shares generally subject to 10-year transfer restriction from quarter-end; voluntary shares not restricted |
2025 plan update (Amended Directors’ Plan): Mandatory shares equal to $112,000 of a $179,000 non-chair annual retainer (Chairman: $195,000 of a $300,000 retainer) with a 10-year holding requirement; no director may receive >20,000 shares in a calendar year; aggregate shares available under the plan increased to 200,000 and plan term extended to 2035 .
Other Directorships & Interlocks
| Company | Role | Committee | Notes |
|---|---|---|---|
| None disclosed | — | — | No interlocks or other public boards disclosed for McDonald |
Expertise & Qualifications
- 35+ years in oil and gas operations/engineering; retired VP Engineering at Pioneer Natural Resources; adds domain expertise relevant to NC’s natural resources, NAMining, and Minerals Management strategy .
- Leadership and management experience from senior executive roles; contributes operational oversight to compensation/human capital deliberations .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership – Class A Common | 3,618 shares; <1% of class; sole voting/investment power |
| Hedging/Pledging policy | Hedging prohibited for directors; pledging allowed only with prior approval; no pledges disclosed for McDonald |
Governance Assessment
- Alignment: Mandatory equity retainer with 10-year holding period strongly aligns director incentives with long-term shareholder value; McDonald also holds 3,618 Class A shares directly .
- Independence/engagement: Independent CHC Committee member with Board-wide attendance above 75%, supporting effective oversight of compensation and human capital issues .
- Consultant conflicts mitigated: While a director (Lori J. Robinson) serves on Korn Ferry’s board, the CHC Committee assessed Korn Ferry’s independence and did not identify conflicts; directors on CHC, including McDonald, operate within a fully independent committee structure .
- Controlled-company context: Despite controlled characteristics, NC’s Board declines exemptions, maintains majority independence, and robust committee charters and evaluations—positive governance signal for minority shareholders .
- RED FLAGS: None disclosed specific to McDonald (no related‑party transactions, no hedging, no pledging noted; attended >75% of meetings; compensation within standard ranges for NC’s director program) .
Director Compensation Mix (2024)
| Component | Amount ($) | Share of Total (%) |
|---|---|---|
| Cash fees | 75,010 | Derived from |
| Stock awards | 104,299 | Derived from |
| Other comp | 2,650 | Derived from |
| Total | 181,959 | Derived from |
Notes: Mix based on disclosed amounts; stock awards are fully vested but subject to long holding periods for mandatory shares .
Potential Conflicts or Related-Party Exposure
- None disclosed for McDonald. Related‑person transactions review overseen by the Audit Review Committee; 2024 disclosures focused on Rankin family relationships (not involving McDonald) .