DEF 14A of Peabody Energy Corp
Filed Mar 28, 2024 · FY20230001064728-24-000068
DIRECTOR NOMINEES
DIRECTOR NOMINEES
Snapshot of 2024 Director Nominees
Snapshot of 2024 Director Nominees
Snapshot of 2024 Director Nominees
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PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS The Board has nominated M. Katherine Banks, Andrea E. Bertone, William H. Champion, Nicholas J. Chirekos, Stephen E. Gorman, James C. Grech, Joe W. Laymon and Bob Malone for election as directors, each to serve for a term of one year or until his or her successor is duly elected and qualified. None of the Board's director nominations is required under any contractual arrangement. Each nominee is currently serving as a director and has consented to serve for the new term, and each nominee was previously elected to serve for a one-year term at our 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”), except for M. Katherine Banks, who was appointed to the Board in October 2023. Should any of the nominees become unavailable for election, your proxy authorizes each of Stephen E. Gorman and Scott T. Jarboe to vote for such other person, if any, as the Board may recommend.
ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
Director Compensation
Director Compensation The 2023 compensation of non-employee directors consisted of cash compensation (annual Board, committee retainers and per-Board meeting fees in excess of 12 during any calendar year) and equity compensation. Each of these components is described in more detail below. Any director who was also our employee received no additional compensation for serving as a director. In setting director compensation, the Compensation Committee received input from F.W. Cook, its independent compensation consultant. In addition, our 2017 Incentive Plan places a limit of $600,000 total on cash and equity compensation that may be awarded to each non-employee director in any calendar year. In October 2022, the Board of Directors approved an increase of $15,000 to total Board compensation (to $240,000 from $225,000) effective for calendar year 2023. Each Board member had a choice between a pay mix of: •$140,000 cash retainer / $100,000 equity retainer, or •$120,000 cash retainer / $120,000 equity retainer
Director Compensation
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Director Compensation
The Board of Directors also approved a $5,000 increase to the following Committee Chair retainers: Audit (to $30,000 from $25,000), and Compensation and Health, Safety, Security and Environment (to $20,000 from $15,000). The following table summarizes the non-employee director compensation structure for 2023:
Director Compensation
| 2023 Non-Employee Director Compensation Component | Amount | | Annual Cash Retainer | | | Option 1 | $140,000 | | Option 2 | $120,000 | | Additional Committee Chair Cash Retainer | | | Audit Committee Chair | $30,000 | | Compensation Committee Chair | $20,000 | | Health, Safety, Security, and Environmental Committee Chair | $20,000 | | Nominating and Corporate Governance Committee Chair | $15,000 | | Additional Non-Executive Chairman Cash Retainer | $150,000 | | Annual Equity Award Value | | | Option 1 | $100,000 | | Option 2 | $120,000 |
Director Compensation
In addition, a $1,500 Board meeting fee will be paid for each meeting in excess of 12 in one year. The 2023 equity award for our non-employee directors was comprised of deferred stock units (“DSUs”). The number of DSUs granted to each non-employee director in 2023 was determined by dividing $100,000 (or $120,000, if elected by the director) by the closing price per share of Peabody's Common Stock on the grant date (and rounding down to the nearest whole DSU). DSUs generally vest monthly over 12 months. However, the underlying shares are generally not distributed until the earlier of (1) three years after the grant date and (2) the director’s separation from service, depending on the director’s election. In October 2023, the Board of Directors approved an increase of $25,000 to total Board compensation (to $265,000 from $240,000) effective for calendar year 2024. Each Board member will have a choice between a pay mix of: •$140,000 cash retainer / $125,000 equity retainer, or •$132,500 cash retainer / $132,500 equity retainer The Board of Directors also approved a $15,000 increase to the Non-Executive Chair retainer (to $165,000 from $150,000) and a $5,000 increase to the Nominating and Corporate Governance Committee Chair retainer (to $20,000 from $15,000).
Other Elements of Board Compensation
| Director | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) | Total ($) | | Samantha B. Algaze | 126,000 | 119,992 | — | 245,992 | | M. Katherine Banks# | 35,000 | 58,333 | — | 93,333 | | Andrea E. Bertone* | 161,500 | 99,999 | — | 261,499 | | William H. Champion | 144,500 | 99,999 | 5,000 | 249,499 | | Nicholas J. Chirekos* | 156,000 | 119,992 | — | 275,992 | | Stephen E. Gorman* | 161,000 | 99,999 | 5,000 | 265,999 | | Joe W. Laymon* | 146,000 | 119,992 | — | 265,992 | | Robert A. Malone^ | 276,000 | 119,992 | 5,000 | 400,992 | | David J. Miller | 124,500 | 119,992 | — | 244,492 |
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS Dear Fellow Stockholder: I am writing to you today on behalf of the entire Compensation Committee of Peabody’s Board of Directors. As members of the Compensation Committee, we have a critical responsibility to ensure that Peabody’s executive compensation programs align with the interests of our stockholders and attract, retain, and incentivize our executives to execute Peabody’s long-term business strategy. Our executive compensation program continues to be grounded in a pay-for-performance approach, with rewards consisting of a combination of base salary, annual incentives and long-term incentives. Our program design balances performance orientation and retention, with 50% of our long-term incentive mix performance-based and 50% time-based. In addition to measuring our financial results, we prioritize the safety of our operations by including two safety metrics in our short-term incentive plan and incentivize our executives to make progress towards our sustainability objectives by tying a portion of our long-term incentives to environmental reclamation at our mine sites. In 2023, Peabody delivered another year of robust earnings due to both strong pricing and demand for our products. Based on 2023 business performance, the following outcomes were realized: •90.2% overall achievement of the target value of the 2023 short-term incentive program was earned, based upon our strong 2023 business results. ▪Given a tragic fatality at our Bear Run Mine in April 2023, there was a 0% payout on the Safety TRIFR metric, demonstrating our commitment to safety. •Aligned with our sustained strong financial results from 2022, the two-year Free Cash Flow component of the 2022 long term incentive program (covering 2022 and 2023) surpassed maximum performance expectations and was paid at 150% of target. •Aligned with our achievement of a stretch 2-year Adjusted EBITDA goal (covering 2022 and 2023), the RSU Stretch Incentive component of our 2022 long-term incentive program resulted in 100% achievement. Given stabilizing markets for our products, the Committee made changes to the 2023 long-term incentive (LTI) design to begin migrating back to a compensation structure that is more consistent with our pre-2021 compensation structure, with longer vesting schedules and multi-year performance periods. For 2023, all LTI awards had a 3-year vesting period. We increased the weighting of equity in the award mix to 50%, with the remaining 50% of the award mix delivered in cash. Finally, we maintained an even balance of performance-based LTI (weighted 50%) and time-based LTI (weighted 50%). To summarize, the 2023 LTI mix was: •25% Performance Cash •25% Performance Share Units •25% RSUs •25% Restricted Cash As we continue to evolve our plans, we are committed to strengthening the alignment between our executives’ pay opportunity and our stockholders' interests. For the 2024 LTI plan we have increased the weighting of LTI elements directly tied to our share price from 50% in the 2023 LTI plan to 75% in the 2024 LTI plan. Additionally, we have introduced a 3-year relative TSR modifier in the 2024 LTI plan. We will describe these changes in greater detail in next year’s proxy. On behalf of the Compensation Committee, I would like to thank you for your support. Our Committee remains committed to the ongoing evaluation of executive compensation programs to ensure alignment with the interests of our stockholders and support of our business strategy. Thank you. Sincerely, Joe Laymon Compensation Committee Chair
Independent Compensation Consultants
Independent Compensation Consultants The Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other advisor only after taking into consideration all factors relevant to that person’s independence from management and is directly responsible for the appointment, compensation arrangements, and oversight of the work of any such person. Under this authority, for 2023 the Compensation Committee engaged an independent compensation consultant, F.W. Cook, after assessing its independence. F.W. Cook does not provide any other services to us and its work in support of the Compensation Committee did not raise any conflicts of interest or independence concerns. F.W. Cook in general provided the Committees with competitive market information, assistance on evaluation of the peer group composition, input to incentive program design and information on compensation trends. The Board conducts an annual review of the performance of F.W. Cook.
Independent Compensation Consultants
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Competitive Market Information
Competitive Market Information Talent for senior-level management positions and key roles in the organization can be acquired across a broad spectrum of companies. As such, we utilized competitive market compensation information for 2023: •as an input in developing base salary levels, STIP targets and LTIP award ranges; •to evaluate the form and mix of equity awarded to NEOs; •to assess the competitiveness of total direct compensation opportunities for NEOs; •to evaluate share utilization by reviewing overhang levels and annual run rates; •to evaluate share ownership guidelines; •to validate whether our executive compensation program was aligned with our performance; and •as an input in designing compensation plans, benefits and perquisite programs. This competitive market information comes from both compensation surveys and a group of companies of similar size and/or complexity as us (the “Compensation Peer Group”), described in more detail in the following section. The survey data provided a significant sample size, included information for management positions below senior executives, and included other industries from which we might recruit for executive positions. The primary survey source was the Willis Towers Watson Executive Database. We did not select the constituent companies comprising this survey group, and the component companies’ identities were not a material factor in the applicable compensation analysis. As stated above, while the Committees examined competitive market information from this survey and the Compensation Peer Group, competitive market information was not the sole factor in its decision-making process.
Competitive Market Information
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Compensation Peer Group
Compensation Peer Group
Compensation Peer Group
| In determining the composition of the Compensation Peer Group, our Compensation Committee considered companies that were: •direct business competitors; •labor market competitors; •in a similar industry (for example, coal and consumable fuels, mining and metals, energy and other companies subject to similar economic opportunities and challenges); and •of a similar scale (with revenue and total assets generally within 1/3-times to 3-times the size of our company). To better align Peabody’s scale to the median of the peer group, the following changes were made for 2023: (i) Alliance Resource Partners, L.P., Centerra Gold Inc. and Kosmos Energy Ltd. were removed and (ii) Agnico Eagle Mines Limited, APA Corporation and Cleveland-Cliffs Inc. were added to the peer group. The table to the right illustrates the peer group developed as a result of this analysis and the table below shows Peabody's positioning relative to the compensation peer group. |
Compensation Peer Group
| 2023 Compensation Peer Group (16) | | ATI Inc. | | Agnico Eagle Mines Limited | | Alpha Metallurgical Resources, Inc. | | Antero Resources Corporation | | APA Corporation | | Arch Resources, Inc. | | B2Gold Corp. | | Cleveland-Cliffs Inc. | | Commercial Metals Company | | Compass Minerals International, Inc. | | CONSOL Energy Inc. | | CVR Energy, Inc. | | SM Energy Company | | Southwestern Energy Company | | Teck Resources Limited | | Warrior Met Coal, Inc. |
Peabody's Positioning Relative to Compensation Peer Group (1)
Peabody's Positioning Relative to Compensation Peer Group (1)
Peabody's Positioning Relative to Compensation Peer Group (1)
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2023 Target Total Direct Compensation for NEOs
| | | Short-term Incentive Plan | | | Long-term Incentive Plan | | | | | | | Name | Annual Base Salary | STIP (%) | STIP ($) | Target TCC ($) | PSUs ($) | PCUs ($) | RSUs ($) | RCUs ($) | Total Target LTIP ($) | Target TDC ($) | | James C. Grech | 1,000,000 | 125% | 1,250,000 | 2,250,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 4,000,000 | 6,250,000 | | Mark A. Spurbeck | 618,000 | 90% | 556,200 | 1,174,200 | 425,000 | 425,000 | 425,000 | 425,000 | 1,700,000 | 2,874,200 | | Darren R. Yeates(1) | 691,404 | 100% | 691,404 | 1,382,808 | 437,500 | 437,500 | 437,500 | 437,500 | 1,750,000 | 3,132,808 | | Marc E. Hathhorn | 546,000 | 85% | 464,100 | 1,010,100 | 282,500 | 282,500 | 282,500 | 282,500 | 1,130,000 | 2,140,100 | | Scott T. Jarboe | 504,500 | 80% | 403,600 | 908,100 | 250,000 | 250,000 | 250,000 | 250,000 | 1,000,000 | 1,908,100 |
Short-Term Incentive Program
Short-Term Incentive Program The STIP is designed to reward company performance while encouraging management to continue to improve upon our excellent safety record. For 2023, the STIP design reflected an emphasis on our strategic priorities and our pay-for-performance approach. As part of our efforts to simplify the program and focus on metrics most aligned with our stockholders, Adjusted EBITDA - STIP was used as the primary financial metric in the short-term plan while Free Cash Flow - LTIP, or FCF - LTIP, was used in the long-term plan to avoid redundancy between the two plans. The table below provides the definitions for and the purposes of the 2023 STIP performance metrics, which applied to the executive officers and certain other participants in the 2023 STIP:
Short-Term Incentive Program
| Metric | Definition | Purpose | | Adjusted EBITDA - STIP | This metric is based on Adjusted EBITDA of our consolidated enterprise, with a +/- 100% collar on seaborne sales net pricing variances, fuel pricing variances, and A$ variances. | •Drives management to maximize Adjusted EBITDA, the primary metric used to measure our segments’ operating performance. •The collar is intended to focus management on operating performance while limiting exposure to pricing, fuel and foreign exchange volatility, both positive and negative. | | TRIFR | The number of injuries that result in medical treatment, restricted work or lost time, divided by the number of hours worked (includes employees, contractors, and visitors), multiplied by 200,000 hours. | •Safety is a value that is integrated into our business, and is a leading measure of operational excellence and a critical culture and industry imperative. | | Safety & Sustainability MS Conformance | Safety & Sustainability MS sets the expectations relating to safety and health for the organization. Safety & Sustainability MS aligns with CORESafetyTM (a National Mining Association framework) and is centered on three key areas of leadership and organization, risk management and assurance. Embedded in this framework is a requirement to audit conformance. | |
Short-Term Incentive Program
The 2023 STIP awards were designed so that no 2023 STIP award could exceed $5,000,000.
Short-Term Incentive Program
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Short-Term Incentive Program
Summarized in the table below are: the weights for each 2023 STIP performance metric; threshold, target and maximum performance expectations; actual results; and the achievement percentage for each performance metric.
2023 Short-Term Incentive Plan Results
2023 Short-Term Incentive Plan Results
2023 Short-Term Incentive Payments
2023 Short-Term Incentive Payments
2023 Short-Term Incentive Payments
| Name | December 31, 2023 Base Salary ($) | Target Opportunity as a % of Base Salary | 2023 STIP Earned as a % of Target(2) | 2023 STIP Earned ($) | | James C. Grech | 1,000,000 | 125% | 90.2% | 1,127,000 | | Mark A. Spurbeck | 618,000 | 90% | 90.2% | 501,470 | | Darren R. Yeates (1) | 691,404 | 100% | 90.2% | 623,370 | | Marc E. Hathhorn | 546,000 | 85% | 90.2% | 418,433 | | Scott T. Jarboe | 504,500 | 80% | 90.2% | 363,886 |
2023 Short-Term Incentive Payments
_________________________________ (1)Mr. Yeates is an Australian employee and his salary and bonus are paid in Australian Dollars (AUD). U.S. Dollar (USD) amounts in this Proxy Statement with respect to Mr. Yeates have been converted from AUD at a rate of 0.6840 USD to one AUD. The exchange rate represents the December 29, 2023 rate provided by the Reserve Bank of Australia. (2)Actual 2023 STIP earned is based on a total weighted achievement of 90.16%. The actual STIP earned as a percent of target has been rounded to the nearest tenth in this table; however, the payment is calculated using the total weighted achievement of 90.16%.
2023 Short-Term Incentive Payments
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Long-Term Incentive Program
Long-Term Incentive Program The 2023 LTIP for the NEOs was 50% performance-based and 50% time-based (with half of the time-based awards comprised of RSUs and the other half restricted cash). The time-based awards generally vest ratably over a three-year period and performance awards vest at the end of the three-year period. Target aggregate LTIP award values were established for the NEOs as shown in the table below.
2023 Target Value of Long-Term Incentive Awards
2023 Target Value of Long-Term Incentive Awards
2023 Target Value of Long-Term Incentive Awards
| Name | Target Value of 2023 LTIP Award | | James C. Grech | $4,000,000 | | Mark A. Spurbeck | $1,700,000 | | Darren R. Yeates | $1,750,000 | | Marc E. Hathhorn | $1,130,000 | | Scott T. Jarboe | $1,000,000 |
2023 Target Value of Long-Term Incentive Awards
Performance Awards were granted to the NEOs for a performance period beginning on January 1, 2023, and ending December 31, 2024, with an additional year of vesting required. Performance awards vest at the end of the three-year period, or December 31, 2025. The LTIP includes Performance Awards to provide strong linkage to Company performance based on the metrics described below. The Compensation Committee determined that a two-year performance period, plus an additional year of vesting, was appropriate for the 2023 LTIP due to market conditions that made it difficult to set appropriate three-year performance goals. The table below provides definitions for and the purposes of the performance metrics applicable to both 2022 and 2023 performance-based cash awards:
2023 Target Value of Long-Term Incentive Awards
| Metric | Definition | Purpose | | Free Cash Flow - LTIP | Net Cash Provided By/Used In Operating Activities +\- Net Cash Provided By/Used In Investing Activities (as disclosed in our public filings with the SEC). Calculations may be subject to adjustment provisions for material transactions or events. | •All-encompassing measure of Company performance by incorporating earnings, capital expenditures, interest, taxes and working capital. •Drives performance to maximize returns on capital investments. | | Environmental Reclamation | •A ratio of reclaimed graded acres vs. disturbed acres, where “graded” means returning the land to the final contour grading prior to soil replacement and “disturbed” means new acres impacted for mining purposes; and •Payout is based on a straight average of annual two-year performance. | Encourages commitment to reclamation and reduction of mining footprint, and, more broadly, a commitment to environmental and social responsibility, by incentivizing management to maximize acres reclaimed versus disturbed. |
Earned Payout for 2022 Performance Based Cash Award for Two-Year Period
Earned Payout for 2022 Performance Based Cash Award for Two-Year Period
Earned Payout for 2022 Performance Based Cash Award for Two-Year Period
| Name | Full Award Granted ($) | Year 2 Weighting | Metric Payout of Target | Weighted Payout | Year 2 Payout ($) | | James C. Grech | 1,470,000 | 60% | 150% | 90% | 1,323,000 | | Mark A. Spurbeck | 550,000 | 60% | 150% | 90% | 495,000 | | Darren R. Yeates | 625,000 | 60% | 150% | 90% | 562,500 | | Marc E. Hathhorn | 515,100 | 60% | 150% | 90% | 463,590 | | Scott T. Jarboe | 475,000 | 60% | 150% | 90% | 427,500 |
Restricted Stock Unit Award
Restricted Stock Unit Award RSUs generally represent the right to receive a defined number of shares of our Common Stock after completing a service period established at the time of grant. RSUs granted to the NEOs in 2023 generally vest ratably on each of the first three anniversaries of the grant date, subject to continued employment. The Compensation Committee believes RSUs are important because they link compensation to stock price performance, promote retention, and build executive ownership and alignment with stockholders.
Restricted Stock Unit Award
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2022 RSU Stretch Incentive
2022 RSU Stretch Incentive RSUs granted in 2022 were subject to a two-year vesting schedule, with 50% vesting on the first anniversary of the grant date and 50% vesting on the second anniversary of the grant date, subject to continued employment. The 2022 RSU award also included a one-time stretch incentive that provided our named executive officers with the opportunity to double their target RSU award for exceeding a stretch two-year Adjusted EBITDA goal aligned to the Company's long-term strategic plan, with shares subject to the stretch incentive delivered in February 2024 if the performance goal was met. The metric was based on the two-year cumulative reported Adjusted EBITDA for 2022 and 2023. Adjusted EBITDA for the two-year period was $3.209 billion resulting in 100% achievement as outlined in the table below. As a result, our NEOs each received additional shares in February 2024 as set forth below.
Earned 2022 RSU Stretch Incentive
Earned 2022 RSU Stretch Incentive
Executive Severance Plan
Executive Severance Plan On February 21, 2019, the Board adopted the Peabody Energy Corporation 2019 Executive Severance Plan, effective as of January 1, 2019 (the “2019 Severance Plan”). The 2019 Severance Plan revised and replaced the Peabody Energy Corporation 2015 Amended and Restated Executive Severance Plan. The 2019 Severance Plan provides for severance payments and benefits to the NEOs upon certain qualifying terminations of employment by Peabody without “Cause,” or by the NEO for “Good Reason” (as such key terms are defined in the 2019 Severance Plan). For more information about the 2019 Severance Plan, see “Potential Payments upon Termination or Change in Control.”
Executive Severance Plan
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2023 Summary Compensation Table
2023 Summary Compensation Table The following table summarizes the compensation of our Named Executive Officers for the years ended December 31, 2023, 2022 and 2021, as applicable.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | James C. Grech | 2023 | 1,000,000 | 367,500 | 1,999,968 | 2,450,000 | 62,424 | 5,879,892 | | President and | 2022 | 1,000,000 | — | 734,991 | 2,039,250 | 37,055 | 3,811,296 | | Chief Executive Officer | 2021 | 583,333 | 1,000,000 | 1,499,999 | 1,027,111 | 128,829 | 4,239,272 | | Mark A. Spurbeck | 2023 | 613,500 | 265,700 | 849,986 | 996,470 | 50,177 | 2,775,833 | | Executive Vice President | 2022 | 600,000 | 128,000 | 274,995 | 1,110,732 | 25,914 | 2,139,641 | | and Chief Financial Officer | 2021 | 527,800 | 260,000 | 155,999 | 820,270 | 31,002 | 1,795,071 | | Darren R. Yeates(5) | 2023 | 686,369 | 278,750 | 874,986 | 1,185,870 | 20,742 | 3,046,717 | | Executive Vice President | 2022 | 664,887 | 122,500 | 312,496 | 1,431,552 | 13,298 | 2,544,733 | | and Chief Operating Officer | 2021 | 700,000 | — | 244,999 | 1,276,940 | — | 2,221,939 | | Marc E. Hathhorn | 2023 | 542,000 | 204,525 | 564,950 | 882,023 | 476,491 | 2,669,989 | | President—U.S. Operations | 2022 | 526,275 | 75,750 | 257,543 | 998,833 | 511,661 | 2,370,062 | | | 2021 | 512,575 | — | 151,498 | 796,608 | 723,690 | 2,184,371 | | Scott T. Jarboe | 2023 | 500,875 | 200,250 | 499,992 | 791,386 | 36,872 | 2,029,375 | | Chief Administrative Officer and Corporate Secretary | 2022 | 490,000 | 81,500 | 237,494 | 815,314 | 25,631 | 1,649,939 | | | 2021 | 471,975 | — | 92,998 | 644,410 | 24,701 | 1,234,083 |
2023 Summary Compensation Table
_________________________________ (1)Amounts in the Bonus column reported for 2023 represent the earned portion of the restricted cash award granted on January 4, 2021 for Messrs. Spurbeck, Yeates, Hathhorn, and Jarboe and on January 3, 2022 for Messrs. Grech, Spurbeck, Yeates, Hathhorn, and Jarboe, as well as the earned portion of the restricted cash award granted on March 1, 2021 for Messrs. Spurbeck and Jarboe. Included in the bonus amount for Mr. Spurbeck is a $200 cash payment for his five-year service anniversary. This amount is consistent with our service award program for employees who reach five years of service. (2)Amounts in the Stock Awards column reported for 2023 represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“FASB ASC Topic 718”). (3)Amounts in this column reported for 2023 represent awards earned under the 2023 STIP based on actual performance and the earned performance cash award for the two-year performance period as follows:
2023 Summary Compensation Table
| NEO | Short-term Incentive | 2022 Performance-based cash award earned for 2-year performance period | Total | | James C. Grech | 1,127,000 | 1,323,000 | 2,450,000 | | Mark A. Spurbeck | 501,470 | 495,000 | 996,470 | | Darren R. Yeates | 623,370 | 562,500 | 1,185,870 | | Marc E. Hathhorn | 418,433 | 463,590 | 882,023 | | Scott T. Jarboe | 363,886 | 427,500 | 791,386 |
2023 Summary Compensation Table
(4)Amounts in this column reported for 2023 are described in the All Other Compensation table. (5)Mr. Yeates is an Australian employee and his salary and bonus are paid in Australian Dollars (AUD). U.S. Dollar (USD) amounts in this Proxy Statement with respect to Mr. Yeates' salary and short-term incentive have been converted from AUD at a rate of 0.6840 USD to one AUD. The exchange rate represents the December 29, 2023 rate provided by the Reserve Bank of Australia.
2023 Summary Compensation Table
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2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The following table summarizes grants to the NEOs of plan-based awards during the year ended December 31, 2023. The table includes RSU awards, performance-based cash awards, and 2023 STIP opportunities as approved by the Committees.
2023 Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (4) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | James C. Grech | | | | | | | | | | | | (1) | 62,500 | 1,250,000 | 1,875,000 | | | | | | | | 1/3/2023(2) | 100,000 | 1,000,000 | 1,500,000 | | | | 39,840 | 999,984 | | | 1/3/2023(3) | | | | 3,984 | 39,840 | 59,760 | | 999,984 | | Mark A. Spurbeck | | | | | | | | | | | | (1) | 27,810 | 556,200 | 834,300 | | | | | | | | 1/3/2023(2) | 42,500 | 425,000 | 637,500 | | | | 16,932 | 424,993 | | | 1/3/2023(3) | | | | 1,693 | 16,932 | 25,398 | | 424,993 | | Darren R. Yeates | | | | | | | | | | | | (1) | 34,570 | 691,404 | 1,037,106 | | | | | | | | 1/3/2023(2) | 43,750 | 437,500 | 656,250 | | | | 17,430 | 437,493 | | | 1/3/2023(3) | | | | 1,743 | 17,430 | 26,145 | | 437,493 | | Marc E. Hathhorn | | | | | | | | | | | | (1) | 23,205 | 464,100 | 696,150 | | | | | | | | 1/3/2023(2) | 28,250 | 282,500 | 423,750 | | | | 11,254 | 282,475 | | | 1/3/2023(3) | | | | 1,125 | 11,254 | 16,881 | | 282,475 | | Scott T. Jarboe | | | | | | | | | | | | (1) | 20,180 | 403,600 | 605,400 | | | | | | | | 1/3/2023(2) | 25,000 | 250,000 | 375,000 | | | | 9,960 | 249,996 | | | 1/3/2023(3) | | | | 996 | 9,960 | 14,940 | | 249,996 |
2023 Grants of Plan-Based Awards
(1) Represents the potential payouts under the 2023 STIP. For the 2023 STIP, the target award represents the award payable upon achievement of the performance measures (Adjusted EBITDA - STIP, TRIFR and Safety and Sustainability) described above in the
2023 Grants of Plan-Based Awards
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2023 Grants of Plan-Based Awards
CD&A under the subheading “Short-term Incentive Program" at 100% of the specified performance measures. The maximum award represents 150% of the target award value and the threshold award represents 5% of the target award value (that is, the result if the lowest weighted metric met the threshold). Actual payouts under the 2023 STIP are included in the 2023 Summary Compensation Table. (2)Represents the potential payouts of the performance-based cash awards. The target award represents the award payable upon achievement of the performance measures (Free Cash Flow - LTIP and Environmental Reclamation). The maximum award represents 150% of the target award value and the threshold award represents 10% of the target award value (that is, the result if the lowest weighted metric met the threshold). Actual payouts of the performance-based cash awards for the 2022 two-year performance period are included in the 2023 Summary Compensation Table. (3)Represents the PSU awards granted to the NEOs in fiscal 2023. The maximum award represents 150% of the target award value, and the threshold award represents 10% of the target award value (that is, the result if only the lowest weighted metric met the threshold). (4)Represents RSU awards granted in fiscal 2023. (5)Represents the grant date fair value of stock awards determined in accordance with FASB ASC Topic 718.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The table below sets forth details about the outstanding equity awards for each of the NEOs as of December 31, 2023. We note that the amount ultimately realized from outstanding equity awards typically varies based on many factors, including stock price fluctuations and stock sales.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | James C. Grech | 06/01/21 | 68,202 | 1,658,673 | — | — | | | 01/03/22 | 98,265 | 2,389,805 | — | — | | | 01/03/23 | 40,268 | 979,318 | 40,268 | 979,318 | | Mark A. Spurbeck | 01/03/22 | 36,766 | 894,149 | — | — | | | 01/03/23 | 17,114 | 416,212 | 17,114 | 416,212 | | Darren R. Yeates | 01/03/22 | 41,779 | 1,016,065 | — | — | | | 01/03/23 | 17,617 | 428,445 | 17,617 | 428,445 | | Marc E. Hathhorn | 01/03/22 | 34,432 | 837,386 | — | — | | | 01/03/23 | 11,375 | 276,640 | 11,375 | 276,640 | | Scott T. Jarboe | 01/03/22 | 31,751 | 772,184 | — | — | | | 01/03/23 | 10,067 | 244,829 | 10,067 | 244,829 |
Outstanding Equity Awards at 2023 Fiscal Year-End
_________________________________ (1) The RSU award granted to Mr. Grech on June 1, 2021 vests ratably on the first three anniversaries of the grant date. The RSU awards granted on January 3, 2022 for Mr. Grech, Mr. Spurbeck, Mr. Yeates, Mr. Hathhorn, and Mr. Jarboe vest ratably on January 3, 2023 and January 3, 2024. The RSU awards granted on January 3, 2023 for Mr. Grech, Mr. Spurbeck, Mr. Yeates, Mr. Hathhorn, and Mr. Jarboe vest ratably on January 3, 2024, January 3, 2025, and January 3, 2026. The 2022 RSU award also includes a one-time stretch incentive that provided our named executive officers with the opportunity to double their target RSU award for exceeding a stretch two-year Adjusted EBITDA goal. For more information related to the 2022 RSU stretch incentive see the "2022 RSU Stretch Incentive" section of this proxy. Awards are inclusive of dividend equivalent units. (2) Market value was calculated based on the closing market price per share of our Common Stock on the last trading day of 2023 ($24.32 per share). (3) These PSU awards vest on December 31, 2025 following a two-year performance period based on the relative achievement of the applicable performance objectives, plus one additional year of vesting. Awards are inclusive of dividend equivalent units.
Outstanding Equity Awards at 2023 Fiscal Year-End
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2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The following table summarizes the RSU and PSU awards that vested during fiscal 2023 for each of the NEOs, based on the closing market price per share of our Common Stock on the date of vesting.
2023 Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | James C. Grech | 100,162 | 2,054,010 | | Mark A. Spurbeck | 137,193 | 3,595,213 | | Darren R. Yeates | 55,445 | 1,452,919 | | Marc E. Hathhorn | 162,958 | 4,268,380 | | Scott T. Jarboe | 79,158 | 2,070,347 |
2023 Non-Qualified Deferred Compensation
2023 Non-Qualified Deferred Compensation Effective September 1, 2023, the company reinstated its non-qualified defined contribution plan (“Non-Qualified Plan”). Most of our U.S.-based NEOs elected to participate in the non-qualified defined contribution plan. The Non-Qualified Plan is designed to allow a select group of U.S.-based highly compensated management employees to make contributions in excess of certain limits imposed by the Code that apply to our tax-qualified 401(k) plan. The Non-Qualified Plan is designed to restore the benefits, including matching contributions on employee contributions, not permitted due to the limits on the qualified 401(k) plan. Investment options under the Non-Qualified Plan are generally identical to those under the qualified 401(k) plan, except that collective trust options are not available. The target date trust and retirement savings trust funds available under the qualified 401(k) plan have been replaced with target date retirement funds and a money market fund. Our NEOs can each defer from 1% to 10% of their compensation to the Non-Qualified Plan. For every $1 deferred in the Non-Qualified Plan up to 6%, Peabody will contribute $1 to the Non-Qualified Plan. Matching contributions are 100% vested. Peabody has established a rabbi trust for the purpose of providing Non-Qualified Plan benefits to participants. The following table sets forth detail about activity for the NEOs in our Non-Qualified Plan:
2023 Non-Qualified Deferred Compensation
| Name | Plan Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | James C. Grech | Non-Qualified Plan | 25,000 | 35,100 | 2,665 | — | 62,765 | | Mark A. Spurbeck | Non-Qualified Plan | 9,270 | 27,423 | 100 | — | 36,793 | | Darren R. Yeates | Non-Qualified Plan | — | — | — | — | — | | Marc E. Hathhorn | Non-Qualified Plan | 8,190 | 14,670 | 89 | — | 22,949 | | Scott T. Jarboe | Non-Qualified Plan | — | 5,235 | — | — | 5,235 |
2023 Non-Qualified Deferred Compensation
_________________________________ (1) All amounts reported in this column were reported as compensation in the last completed fiscal year in the 2023 Summary Compensation Table. (2)No portion of the amounts reported in this column were reported as compensation in the last completed fiscal year in the 2023 Summary Compensation Table. (3)The totals in this column represent registrant or executive contributions to the Non-Qualified Plan that were reported in the Summary Compensation Table for 2023. The Non-Qualified Plan was reinstated September 1, 2023.
2023 Non-Qualified Deferred Compensation
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (as of December 31, 2023)
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Name and Event of Termination | Cash Severance ($) | Continued Benefits and Perquisites ($) | Other Cash Payment ($) | Accelerated and/or Continued Vesting/ Earnout of Unvested Equity Compensation ($) (1) | Excise Tax Gross-up or Cut-back ($) | Total ($) | | James C. Grech | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 4,613,500 | 5,807,324 | — | 10,420,824 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 4,314,500 | 19,221 | 3,246,000 | 259,592 | — | 7,839,313 | | Involuntary Termination Related to a Change in Control (4) | 5,393,125 | 19,221 | 4,613,500 | 5,807,324 | — | 15,833,170 | | Mark A. Spurbeck | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 1,897,270 | 1,641,649 | — | 3,538,919 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 1,549,310 | 27,252 | 1,334,770 | 110,316 | — | 3,021,648 | | Involuntary Termination Related to a Change in Control (5) | 2,065,746 | 27,252 | 1,897,270 | 1,641,649 | — | 5,631,917 | | Darren R. Yeates (7) | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 2,127,870 | 1,785,550 | — | 3,913,420 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 2,210,143 | — | 1,534,120 | 113,574 | — | 3,857,837 | | Involuntary Termination Related to a Change in Control(5) | 2,946,858 | — | 2,127,870 | 1,785,550 | — | 6,860,278 | | Marc E. Hathhorn | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 1,518,168 | 1,334,220 | — | 2,852,388 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 1,430,847 | 27,252 | 1,106,893 | 73,325 | — | 2,638,317 | | Involuntary Termination Related to a Change in Control (6) | 1,907,796 | 27,252 | 1,518,168 | 1,334,220 | — | 4,787,436 | | Scott T. Jarboe | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 1,359,136 | 1,211,890 | — | 2,571,026 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 1,242,729 | 27,252 | 990,386 | 64,886 | — | 2,325,253 | | Involuntary Termination Related to a Change in Control (5) | 1,656,972 | 27,252 | 1,359,136 | 1,211,890 | — | 4,255,250 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(1)Reflects the value the NEO could realize as a result of the accelerated vesting of unvested RSUs and accelerated or continued vesting of unvested PSUs. Value attributed to RSU and PSU awards is based on the December 31, 2023 closing stock price of $24.32.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(2)For all NEOs, compensation payable upon death or disability would include: (1) accrued but unused vacation; (2) earned but unpaid STIP; and (3) the value the NEO could realize as a result of the accelerated or continued vesting of any unvested RSUs, PSUs, restricted cash and performance-based cash awards. Amounts do not include life insurance payments in the case of death. (3) For all NEOs, compensation payable would include: (1) severance payments of 1.5 times (or 2 times for Mr. Grech) base salary; (2) a payment equal to 1.5 times (or 2 times for Mr. Grech) the average of the actual annual incentives paid in the three prior years; (3) a payment equal to 1.5 times 6% of base salary for Mr. Hathhorn to compensate the NEO for Company contributions the NEO otherwise might have received under our 401(k) plan (excluding Mr. Grech, Mr. Spurbeck, Mr. Yeates and Mr. Jarboe); (4) any earned but unpaid annual incentive for the year of termination; (5) continuation of benefits for 18 months (excluding Mr. Yeates); and (6) the value that could be realized based on vesting of outstanding RSU, PSU, restricted cash and performance-based cash awards. (4)For the CEO, compensation payable would include: (1) severance payments of two and one half times base salary; (2) a payment equal to two and one half times the average of the actual annual incentives paid in the three prior years; (3) any earned but unpaid annual incentive for the year of termination; (4) continuation of benefits for 18 months; and (5) the value that could be realized based on vesting of outstanding RSU, PSU, restricted cash and performance-based cash awards. (5)For Mr. Yeates, Mr. Spurbeck, and Mr. Jarboe, compensation payable would include (1) severance payments of two times base salary; (2) a payment equal to two times the average of the actual annual incentives paid in the three prior years; (3) any earned but unpaid annual incentive for the year of termination; (4) continuation of benefits for 18 months; and (5) the value that could be realized based on vesting of outstanding RSU, PSU, restricted cash and performance-based cash awards. (6)For Mr. Hathhorn, compensation payable would include (1) severance payments of two times base salary; (2) a payment equal to two times the average of the actual annual incentives paid in the three prior years; (3) ) a payment equal to two times 6% of base salary to compensate Mr. Hathhorn for company contributions Mr. Hathhorn otherwise might have received under our 401(k) plan; (4) any earned but unpaid annual incentive for the year of termination; (5) continuation of benefits for 18 months; and (6) the value that could be realized based on vesting of outstanding RSU, PSU, restricted cash and performance-based cash awards. (7)Mr. Yeates is an Australian employee and his salary is paid in Australian Dollars (AUD). U.S. Dollar (USD) amounts in this Proxy Statement with respect to Mr. Yeates have been converted from AUD at a rate of 0.6840 USD to one AUD. The exchange rate represents the December 29, 2023 rate provided by the Reserve Bank of Australia.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE The pay ratio information is provided pursuant to the SEC’s guidance under Item 402(u) of Regulation S-K. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. The pay ratio was not used to make management decisions and the Board does not use this pay ratio to determine executive compensation adjustments.
Median Employee to CEO Pay Ratio
Median Employee to CEO Pay Ratio For 2023, the median employee originally selected in 2021 has had a change in employment circumstances. Thus, we have elected to use a median employee whose compensation is substantially similar to the original median employee selected in 2021 based on the compensation measure used to select the original median employee. Otherwise, we have had no material change in our employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. The ratio of the annual total compensation of our median employee to the annual total compensation of our CEO is shown below:
Median Employee to CEO Pay Ratio
| Individual | Annual Total Compensation | | James C. Grech President and Chief Executive Officer | $5,879,892 | | Median Employee | $130,415 | | Pay Ratio | 45 to 1 |
Median Employee to CEO Pay Ratio
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PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE DISCLOSURE
| | | | | | | | Value of Initial Fixed $100 Investment Based On:4 | | | | | Year | Summary Compensation Table Total for Glenn L. Kellow 1 ($) | Compensation Actually Paid to Glenn L. Kellow 1,2,3 ($) | Summary Compensation Table Total for James C. Grech 1 ($) | Compensation Actually Paid to James C. Grech 1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | TSR ($) | Peer Group TSR ($) | Net Income ($) | Adjusted EBITDA5 ($) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 0 | 0 | 5,879,892 | 4,805,574 | 2,630,479 | 2,504,778 | 269.27 | 218.23 | 759,600,000 | 1,363,900,000 | | 2022 | 0 | 0 | 3,811,296 | 8,016,084 | 2,172,769 | 4,353,640 | 289.69 | 178.99 | 1,319,100,000 | 1,844,700,000 | | 2021 | 8,753,812 | 11,945,403 | 4,239,272 | 4,777,733 | 2,195,035 | 3,284,553 | 110.42 | 157.75 | 371,400,000 | 916,700,000 | | 2020 | 6,352,911 | (795,179) | 0 | 0 | 1,751,662 | 719,821 | 26.43 | 116.44 | (1,873,800,000) | 258,800,000 |
PAY VERSUS PERFORMANCE DISCLOSURE
_________________________________ (1)Glenn L. Kellow was our PEO from May 2015 to June 2021. James C. Grech was our PEO from June 2021 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
PAY VERSUS PERFORMANCE DISCLOSURE
| 2020 | 2021 | 2022 | 2023 | | Mark A. Spurbeck | Mark A. Spurbeck | Mark A. Spurbeck | Mark A. Spurbeck | | Darren R. Yeates | Darren R. Yeates | Darren R. Yeates | Darren R. Yeates | | Marc E. Hathhorn | Marc E. Hathhorn | Marc E. Hathhorn | Marc E. Hathhorn | | Kemal Williamson | Scott T. Jarboe | Scott T. Jarboe | Scott T. Jarboe | | Amy B. Schwetz | Kemal Williamson | | | | Charles F. Meintjes | | | |
PAY VERSUS PERFORMANCE DISCLOSURE
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for James C. Grech ($) | Exclusion of Stock Awards for James C. Grech ($) | Inclusion of Equity Values for James C. Grech ($) | Compensation Actually Paid to James C. Grech ($) | | 2023 | 5,879,892 | (1,999,968) | 925,650 | 4,805,574 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 2,630,479 | (697,479) | 571,778 | 2,504,778 |
PAY VERSUS PERFORMANCE DISCLOSURE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE DISCLOSURE
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PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for James C. Grech ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for James C. Grech ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for James C. Grech ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for James C. Grech ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for James C. Grech ($) | Total - Inclusion of Equity Values for James C. Grech ($) | | 2023 | 1,697,684 | (186,012) | 0 | (586,022) | 0 | 925,650 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Total - Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 592,059 | (22,221) | 0 | 1,940 | 0 | 571,778 |
PAY VERSUS PERFORMANCE DISCLOSURE
(4)The Peer Group TSR set forth in this table utilizes the S&P Metals and Mining Select Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P Metals and Mining Select Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. For 2023 we have changed this comparator group to better align with our 10-K Performance Graph. Prior to 2023, we utilized the Custom Composite Index (a peer group comprised of Arch Resources, Inc., Hallador Energy Co., and Warrior Met Coal, Inc.), which reflects publicly listed U.S. companies within the coal industry of similar size or product type. TSR performance for the Custom Composite Index, for the years ending 12/31/2020, 12/31/2021, 12/31/2022, and 12/31/2023, would have been: $80.70, $125.14, $211.70, and $308.20, respectively. (5)We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure in prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is a non-GAAP measure and is defined and reconciled to the nearest GAAP measure in Appendix B to this proxy statement.
PAY VERSUS PERFORMANCE DISCLOSURE
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Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the four most recently completed fiscal years for the Company and the Peer Group TSR.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
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Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
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Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years. This non-GAAP measure is defined and reconciled to the nearest GAAP measure in Appendix B.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA
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