DEF 14A of Peabody Energy Corp
Filed Mar 27, 2025 · FY20240001064728-25-000054
DIRECTOR NOMINEES
DIRECTOR NOMINEES
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 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"). Should any of the nominees become unavailable for election, your proxy authorizes each of Stephen E. Gorman and/or 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 2024 compensation of non-employee directors consisted of (a) cash compensation (annual Board retainers, committee retainers and per meeting fees for Board members in excess of 12 during any calendar year) and (b) equity compensation. Each of these components is described in more detail below. In setting director compensation, the Compensation Committee received input from F.W. Cook, its independent compensation consultant, and acted in compliance with the provisions of our 2017 Incentive Plan, which 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. Any director who was also our employee received no compensation for serving as a director.
Director Compensation
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Director Compensation
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 had 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 $5,000 increase to the Nominating & Corporate Governance Committee Chair retainer (to $20,000 from $15,000) and a $15,000 increase to the Non-Executive Chair retainer (to $165,000 from $150,000). The following table summarizes the non-employee director compensation structure for 2024:
Director Compensation
| 2024 Non-Employee Director Compensation Component | Amount | | Annual Cash Retainer | | | Option 1 | $140,000 | | Option 2 | $132,500 | | 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 | $20,000 | | Additional Non-Executive Chairman Cash Retainer | $165,000 | | Annual Equity Award Value | | | Option 1 | $125,000 | | Option 2 | $132,500 |
Director Compensation
In addition, a $1,500 Board meeting fee is paid for each meeting in excess of 12 in one year. The 2024 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 2024 was determined by dividing $125,000 (or $132,500, if elected by the director) by the closing price per share of Peabody's Common Stock on the grant date (and rounding down to the nearest whole DSU). DSUs generally vest monthly over 12 months. However, the underlying shares are generally not distributed until the earlier of (1) three years after the grant date and (2) the director’s separation from service, depending on the director’s election. There are no planned changes to the non-employee director compensation program for 2025.
Other Elements of Board Compensation
| Director | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | Samantha B. Algaze# | 61,208 | — | — | 61,208 | | M. Katherine Banks | 140,000 | 124,979 | — | 264,979 | | Andrea E. Bertone* | 166,000 | 124,979 | — | 290,979 | | William H. Champion | 144,500 | 124,979 | — | 269,479 | | Nicholas J. Chirekos* | 176,000 | 124,979 | 5,000 | 305,979 | | Stephen E. Gorman* | 164,500 | 124,979 | — | 289,479 | | Joe W. Laymon* | 164,500 | 124,979 | 5,000 | 294,479 | | Robert A. Malone^ | 311,000 | 124,979 | 5,000 | 440,979 | | David J. Miller# | 59,708 | — | — | 59,708 |
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 2024 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 Committees conduct 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 2024: •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). 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. While there were no changes to the peer group for 2024, with the merger of Arch and CONSOL in January of 2025 (creating Core Natural Resources), the Committee will review the combined entity to determine its suitability for continued inclusion in the peer group for future years. |
Compensation Peer Group
| 2024 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. |
Compensation Peer Group
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2024 Target Total Direct Compensation for NEOs
| | | Short-term Incentive Plan | | | Long-term Incentive Plan | | | | | | Name | Annual Base Salary | STIP (%) | STIP ($) | Target TCC ($) | PSUs(3) ($) | RSUs ($) | RCUs ($) | Total Target LTIP ($) | Target TDC ($) | | James C. Grech | $1,000,000 | 125% | $1,250,000 | $2,250,000 | $2,312,500 | $1,156,250 | $1,156,250 | $4,625,000 | $6,875,000 | | Mark A. Spurbeck | $650,000 | 100% | $650,000 | $1,300,000 | $700,000 | $350,000 | $350,000 | $1,400,000 | $2,700,000 | | Darren R. Yeates(1) | $653,567 | 100% | $653,567 | $1,307,134 | $955,000 | $477,500 | $477,500 | $1,910,000 | $3,217,134 | | Scott T. Jarboe | $550,000 | 90% | $495,000 | $1,045,000 | $600,000 | $300,000 | $300,000 | $1,200,000 | $2,245,000 | | Patrick J. Forkin III | $450,000 | 85% | $382,500 | $832,500 | $400,000 | $200,000 | $200,000 | $800,000 | $1,632,500 | | Marc E. Hathhorn(2) | $600,000 | 90% | $540,000 | $1,140,000 | $650,000 | $325,000 | $325,000 | $1,300,000 | $2,440,000 |
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. During 2023, the Committee undertook a thoughtful review of the short-term incentive plan design and made several changes to the 2024 design. Changes were informed by the following guiding principles: •Enhance alignment between executive and stockholder outcomes, aligned with our pay-for-performance approach (Stockholder Alignment) •Increase alignment to market practices, particularly among similarly situated mining companies (Market Practice) •Reduce the impact of pricing volatility on incentive outcomes (Reduce Volatility) •Motivate operational performance by isolating its incentive outcomes from the impact of pricing volatility (Motivate Operational Performance) The above principles informed the following changes to our plans for 2024: •Reduced the weighting of Adjusted EBITDA from 80% to 40% •Added Clean Cash per Ton, which is a metric frequently used by our peers and emphasizes operational performance by isolating its impact on Adjusted EBITDA from the volatility of coal pricing, as a new operational metric. •Modified the weightings of the STIP plan to the following: ◦40% Adjusted EBITDA ◦40% Clean Cash per Ton (measured at the segment level) ▪10% Seaborne Thermal ▪10% Seaborne Metallurgical ▪10% Powder River Basin ▪10% Other U.S. Thermal ◦10% Safety – TRIFR ◦10% Safety & Sustainability MS •Increased maximum opportunity from 150% to 200% to better align with market practice •Removed Adjusted EBITDA pricing collar The table below provides the definitions for and the purposes of the 2024 STIP performance metrics, which applied to the executive officers and certain other participants in the 2024 STIP:
Short-Term Incentive Program
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Short-Term Incentive Program
| Metric | Definition | Purpose | | Adjusted EBITDA - STIP | This metric is based on Adjusted EBITDA of our consolidated enterprise. | •Drives management to maximize Adjusted EBITDA, the primary metric used by our stockholders to measure our segments' operating performance. | | Clean Cash Cost per Ton Measured at the segment level (10% for each segment) –Seaborne Thermal –Seaborne Metallurgical –Powder River Basin –Other U.S. Thermal | This metric is based on total cash costs before coal hauling and loading, royalties and other sales related expenses divided by tons sold on a short ton basis measured at the segment level. | •Drives management to maximize operational performance by managing controllable costs. •Measures operational performance by isolating its impact on Adjusted EBITDA from coal pricing volatility. | | 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 2024 STIP awards were designed so that no 2024 STIP award could exceed $5,000,000. Summarized in the table below are the following: the weights for each 2024 STIP performance metric; threshold, target and maximum performance expectations; actual results; and the achievement percentage for each performance metric. The 2024 Adjusted EBITDA target of $855 million is lower than 2023 results primarily due to weaker market conditions.
Short-Term Incentive Program
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Short-Term Incentive Program
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2024 Short-Term Incentive Payments
2024 Short-Term Incentive Payments
2024 Short-Term Incentive Payments
| Name | December 31, 2024 Base Salary ($) | Target Opportunity as a % of Base Salary | 2024 STIP Earned as a % of Target(2) | 2024 STIP Earned ($) | | James C. Grech | 1,000,000 | 125% | 115.3% | 1,441,522 | | Mark A. Spurbeck | 650,000 | 100% | 115.3% | 749,591 | | Darren R. Yeates (1) | 653,567 | 100% | 115.3% | 753,705 | | Scott. T. Jarboe | 550,000 | 90% | 115.3% | 570,843 | | Patrick J. Forkin III | 450,000 | 85% | 115.3% | 441,106 | | Marc E. Hathhorn(3) | 600,000 | 90% | 115.3% | — |
2024 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 0.6217 USD to one AUD. The exchange rate represents the December 31, 2024 rate provided by the Reserve Bank of Australia. (2)Actual 2024 STIP earned is based on a total weighted achievement of 115.32%. 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 115.32%. (3)Mr. Hathhorn voluntarily ended his employment on October 31, 2024 and therefore was not eligible for a payout under the 2024 STIP.
Long-Term Incentive Program
Long-Term Incentive Program During 2023, the Committee undertook a thoughtful review of the long-term incentive plan design and made several changes to the 2024 design. Changes were informed by the following guiding principles: •Enhance alignment between executive and stockholder outcomes, aligned with our pay-for-performance approach (Stockholder Alignment) •Increase alignment to market practices, particularly among similarly situated mining companies (Market Practice) •Reduce the impact of pricing volatility on incentive outcomes (Reduce Volatility) •Motivate operational performance by isolating its incentive outcomes from the impact of pricing volatility (Motivate Operational Performance) The above principles informed the following changes to our plans for 2024: •Introduced an important operational metric in Production Volume, which is a metric frequently used by our peers and one that is reasonably within our control. It de-emphasizes the impact of market pricing on free cash flow and provides stronger line-of-sight control for participants. •Modified the weightings of the LTIP performance-based awards to the following: ◦40% Free Cash Flow ◦40% Production Volume (measured at the segment level) ▪10% Seaborne Thermal ▪10% Seaborne Metallurgical ▪10% Powder River Basin ▪10% Other U.S. Thermal ◦20% Environmental Reclamation •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, creating additional shareholder alignment. •Eliminated Performance-Based Cash award from plan mix and increased Performance Share Units to 50% from 25% of mix. Half of the PSU award will be settled in shares and half will be cash-settled. •Introduced a relative total shareholder return (rTSR) modifier, comparing Peabody’s 3-year rTSR performance to its key global coal competitors, which modifies management's award if the Company's performance finishes in the top or bottom quartile compared to industry peers. •Increased maximum payout for PSU awards from 150% to 200% of target to align with market practice.
Long-Term Incentive Program
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Long-Term Incentive Program
•With the addition of a Production Volume metric and reduction in the weighting of the Free Cash Flow metric, Free Cash Flow will no longer be used as a modifier to exceed target on environmental reclamation (it is now a fully independent metric). The 2024 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. Performance awards have a 2-year performance period with an additional year of vesting required. Payout of these awards will be made after year 3, dependent on achievement of performance goals and rTSR compared to peers. Target aggregate LTIP award values were established for the NEOs as shown in the table below.
2024 Target Value of Long-Term Incentive Awards
2024 Target Value of Long-Term Incentive Awards
2024 Target Value of Long-Term Incentive Awards
| Name | Target Value of 2024 LTIP Award | | James C. Grech | $4,625,000 | | Mark A. Spurbeck | $1,400,000 | | Darren R. Yeates | $1,910,000 | | Scott T. Jarboe | $1,200,000 | | Patrick J. Forkin III | $800,000 | | Marc E. Hathhorn(1) | $1,300,000 |
2024 Target Value of Long-Term Incentive Awards
(1)Mr. Hathhorn voluntarily ended his employment on October 31, 2024, but is reported in the Proxy because he served as an executive officer during the 2024 fiscal year and his total compensation during the year would have included him in the definition of a reportable NEO. On June 1, 2024, Mr. Hathhorn was promoted to President – Global Operations, which resulted in a $170,000 increase to his LTIP target award, increasing his target value to $1,300,000 from $1,130,000. Consistent with other mid-year LTIP target increases, Mr. Hathhorn received an additional grant of $170,000 on July 1, 2024. Performance Awards were granted to the NEOs for a performance period beginning on January 1, 2024, and ending December 31, 2025, with an additional year of time-based vesting required after December 31, 2025. Performance awards vest at the end of the three-year period, or December 31, 2026. 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 2024 LTIP due to market conditions specific to commodities industries like coal that make it difficult to set appropriate three-year performance goals. The table below provides definitions for and the purposes of the performance metrics applicable to the 2024 performance share units award:
2024 Target Value of Long-Term Incentive Awards
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2024 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. | | Production Volume(1) | This metric is based on total tons produced at share on a short ton basis measured at the segment level. | •Focuses management efforts to fully maximize production capabilities. | | 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. | | Relative Total Shareholder Return (“rTSR”) | The rank of Peabody’s Total Shareholder Return as compared to the Total Shareholder Return of all members of a peer group, ranked in descending order, at the end of the performance period, where: •“Total Shareholder Return” reflects stock price appreciation, plus the reinvestment of dividends in additional shares of stock, from the beginning of the performance period through the end of the performance period. •The beginning stock price will be based on the average of the 20 trading days immediately prior to the first day of the performance period and the ending stock price will be based on the average of the last 20 trading days (including the last day) of the performance period. | •Compares management's performance with respect to maximizing long-term stock price appreciation and return of capital to stockholders by modifying management's award if the Company's performance finishes in the top or bottom quartile compared to industry peers. |
2024 Target Value of Long-Term Incentive Awards
(1) Production Volume is measured at the segment level. The four segments are: Seaborne Thermal, Seaborne Metallurgical, Powder River Basin and Other U.S. Thermal. With the rTSR modifier, the payout determined based on the Free Cash Flow, Production Volume and Environmental Reclamation metrics can be increased or decreased by 25%, as shown in the table below. However, maximum achievement for the 2024 PSUs is limited to 200%, and no positive adjustment will be made where rTSR is negative, even if rTSR is above the 75th percentile.
2024 Target Value of Long-Term Incentive Awards
| Peabody’s Relative Performance Ranking | PSU Payout Adjustment | | Greater than or equal to 75th percentile | + 25% | | Between 25th and 75th percentile | No adjustment | | Less than or equal to 25th percentile | - 25% |
2024 Target Value of Long-Term Incentive Awards
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2024 Target Value of Long-Term Incentive Awards
A different peer group was used for purposes of the rTSR modifier because compensation levels are heavily influenced by scale and certain of our more direct business competitors may be smaller in scale than us. The rTSR peer group consists of the companies set forth in the table below.
2024 Target Value of Long-Term Incentive Awards
| 2024 rTSR Peer Group (11) | | Alliance Resource | | Alpha Metallurgical Resources, Inc. | | Arch Resources, Inc. | | CONSOL Energy, Inc. | | Coronado Global Resources* | | Hallador Energy | | New Hope Corporation* | | Ramaco | | South 32 | | Warrior Met Coal, Inc. | | Whitehaven* |
2024 Target Value of Long-Term Incentive Awards
*Australian Peer Company
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 2024 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.
Policy Regarding Options and Similar Equity Awards
Policy Regarding Options and Similar Equity Awards We do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards. Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material nonpublic information. In the event we determine to grant new awards of stock options or similar equity awards in the future, the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.
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.”
2024 Summary Compensation Table
2024 Summary Compensation Table The following table summarizes the compensation of our Named Executive Officers for the years ended December 31, 2024, 2023 and 2022, as applicable.
2024 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 | 2024 | 1,000,000 | 700,834 | 3,732,274 | 1,441,522 | 97,838 | 6,972,467 | | President and | 2023 | 1,000,000 | 367,500 | 1,999,968 | 2,450,000 | 62,424 | 5,879,892 | | Chief Executive Officer | 2022 | 1,000,000 | — | 734,991 | 2,039,250 | 37,055 | 3,811,296 | | Mark A. Spurbeck | 2024 | 642,000 | 279,167 | 1,129,776 | 749,591 | 60,641 | 2,861,175 | | Executive Vice President and | 2023 | 613,500 | 265,700 | 849,986 | 996,470 | 50,177 | 2,775,833 | | Chief Financial Officer | 2022 | 600,000 | 128,000 | 274,995 | 1,110,732 | 25,914 | 2,139,641 | | Darren R. Yeates(5) | 2024 | 647,398 | 302,084 | 1,541,297 | 753,705 | 19,607 | 3,264,091 | | Executive Vice President and | 2023 | 686,369 | 278,750 | 874,986 | 1,185,870 | 20,742 | 3,046,717 | | Chief Operating Officer | 2022 | 664,887 | 122,500 | 312,496 | 1,431,552 | 13,298 | 2,544,733 | | Scott T. Jarboe | 2024 | 538,625 | 202,084 | 968,379 | 570,843 | 39,375 | 2,319,306 | | Chief Administrative Officer and | 2023 | 500,875 | 200,250 | 499,992 | 791,386 | 36,872 | 2,029,375 | | Corporate Secretary | 2022 | 490,000 | 81,500 | 237,494 | 815,314 | 25,631 | 1,649,939 | | Patrick J. Forkin III | 2024 | 445,643 | 168,500 | 645,586 | 441,106 | 50,306 | 1,751,141 | | Chief Development Officer | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Marc E. Hathhorn(6) | 2024 | 523,569 | 222,942 | 1,039,282 | — | 572,860 | 2,358,653 | | President - Global Operations | 2023 | 542,000 | 204,525 | 564,950 | 882,023 | 476,491 | 2,669,989 | | | 2022 | 526,275 | 75,750 | 257,543 | 998,833 | 511,661 | 2,370,062 |
2024 Summary Compensation Table
_________________________________ (1)Amounts in the Bonus column reported for 2024 represent the earned portion of the restricted cash award granted on January 3, 2022 and January 3, 2023. In addition, Mr. Forkin's bonus amount includes a cash payment award of $90,000 in recognition of work performed relating to the partnership with RWE. (2)Amounts in the Stock Awards column reported for 2024 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”). The number of awards granted in 2024 is reflected in the “2024 Grants of Plan-Based Awards” table, below. The fair value of the PSUs granted in 2024, 2023 and 2022 is shown in this table assuming the target level of PSUs will be earned. The fair value of the PSUs granted in 2024, if earned at the maximum performance level, would equal $5,152,084 for Mr. Grech; $1,559,558 for Mr. Spurbeck; $2,127,628 for Mr. Yeates; $1,336,764 for Mr. Jarboe; $891,176 for Mr. Forkin; and $1,428,639 for Mr. Hathhorn. (3)Amounts in this column reported for 2024 represent awards earned under the 2024 STIP based on actual performance. (4)Amounts in this column reported for 2024 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 0.6217 USD to one AUD. The exchange rate represents the December 31, 2024 rate provided by the Reserve Bank of Australia. (6)Mr. Hathhorn voluntarily ended his employment on October 31, 2024, but is reported in the Proxy because he served as an executive officer during the 2024 fiscal year and his total compensation during the year would have included him in the definition of a reportable NEO. The amount shown under salary includes $42,402 of paid out accrued but unused vacation.
2024 Summary Compensation Table
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2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table summarizes grants to the NEOs of plan-based awards during the year ended December 31, 2024. The table includes RSU awards, PSU awards and 2024 STIP opportunities as approved by the Committees.
2024 Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | James C. Grech | | | | | | | | | | | | (1) | 62,500 | 1,250,000 | 2,500,000 | | | | | | | | 1/2/2024 | | | | | | | 47,406 | 1,156,232 | | | 1/2/2024(2) | | | | 9,481 | 94,812 | 189,624 | | 2,576,042 | | Mark A. Spurbeck | | | | | | | | | | | | (1) | 32,500 | 650,000 | 1,300,000 | | | | | | | | 1/2/2024 | | | | | | | 14,350 | 349,997 | | | 1/2/2024(2) | | | | 2,870 | 28,700 | 57,400 | | 779,779 | | Darren R. Yeates | | | | | | | | | | | | (1) | 32,678 | 653,567 | 1,307,134 | | | | | | | | 1/2/2024 | | | | | | | 19,577 | 477,483 | | | 1/2/2024(2) | | | | 3,915 | 39,154 | 78,308 | | 1,063,814 | | Scott T. Jarboe | | | | | | | | | | | | (1) | 24,750 | 495,000 | 990,000 | | | | | | | | 1/2/2024 | | | | | | | 12,300 | 299,997 | | | 1/2/2024(2) | | | | 2,460 | 24,600 | 49,200 | | 668,382 | | Patrick J. Forkin III | | | | | | | | | | | | (1) | 19,125 | 382,500 | 765,000 | | | | | | | | 1/2/2024 | | | | | | | 8,200 | 199,998 | | | 1/2/2024(2) | | | | 1,640 | 16,400 | 32,800 | | 445,588 | | Marc E. Hathhorn | | | | | | | | | | | | (1) | 27,000 | 540,000 | 1,080,000 | | | | | | | | 1/2/2024 | | | | | | | 11,582 | 282,485 | | | 1/2/2024(2) | | | | 2,316 | 23,164 | 46,328 | | 629,366 | | | 7/1/2024(5) | | | | | | | 1,787 | 42,477 | | | 7/1/2024 | | | | 357 | 3,574 | 7,148 | | 84,954 |
2024 Grants of Plan-Based Awards
_________________________________ (1)Represents the potential payouts under the 2024 STIP. For the 2024 STIP, the target award represents the award payable upon achievement of the performance measures (Adjusted EBITDA, Clean Cash Cost per Ton, TRIFR and Safety and Sustainability) described above in the CD&A under the subheading “Short-term Incentive Program" at 100% of the specified performance measures. The maximum award represents 200% 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 2024 STIP are included in the 2024 Summary Compensation Table. (2)Represents the PSU awards granted to the NEOs in fiscal 2024. The maximum award represents 200% 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). (3)Represents RSU awards granted in fiscal 2024. (4)Represents the grant date fair value of stock awards determined in accordance with FASB ASC Topic 718. (5)On June 1, 2024, Mr. Hathhorn was promoted to President – Global Operations, which resulted in a $170,000 increase to his LTIP target award, increasing his target value to $1,300,000 from $1,130,000. Consistent with other mid-year LTIP target increases, Mr. Hathhorn received an additional grant of $170,000 on July 1, 2024.
2024 Grants of Plan-Based Awards
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Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The table below sets forth details about the outstanding equity awards for each of the NEOs as of December 31, 2024. We note that the amount ultimately realized from outstanding equity awards typically varies based on many factors, including stock price fluctuations and stock sales.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (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 | 01/03/23 | 27,191 | 569,380 | 40,787 | 854,069 | | | 01/02/24 | 48,016 | 1,005,463 | 96,033 | 2,010,926 | | Mark A. Spurbeck | 01/03/23 | 11,556 | 241,986 | 17,334 | 362,980 | | | 01/02/24 | 14,535 | 304,358 | 29,070 | 608,716 | | Darren R. Yeates | 01/03/23 | 11,896 | 249,104 | 17,844 | 373,655 | | | 01/02/24 | 19,829 | 415,221 | 39,658 | 830,441 | | Scott T. Jarboe | 01/03/23 | 6,798 | 142,345 | 10,197 | 213,517 | | | 01/02/24 | 12,458 | 260,878 | 24,917 | 521,757 | | Patrick J. Forkin III | 01/03/23 | 4,079 | 85,407 | 6,118 | 128,110 | | | 01/02/24 | 8,306 | 173,919 | 16,611 | 347,838 | | Marc E. Hathhorn(4) | 01/03/23 | — | — | — | — | | | 01/02/24 | — | — | — | — |
Outstanding Equity Awards at 2024 Fiscal Year-End
_________________________________ (1)RSU awards generally vest ratably on the first three anniversaries of the grant date. (2)Market value was calculated based on the closing market price per share of our Common Stock on the last trading day of 2024 ($20.94 per share). (3)PSU awards granted on 1/03/2023 vest on December 31, 2025 following a two-year performance period based on the relative achievement of the applicable performance objectives, plus one additional year of vesting. PSU awards granted on 1/02/2024 vest on December 31, 2026 following a two-year performance period based on the relative achievement of the applicable performance objectives, plus one additional year of vesting. Awards are inclusive of dividend equivalent units. (4)Mr. Hathhorn voluntarily ended his employment on October 31, 2024 and therefore forfeited all unvested RSU and PSU awards.
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table summarizes the RSU and PSU awards that vested during fiscal 2024 for each of the NEOs, based on the closing market price per share of our Common Stock on the date of vesting.
2024 Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | James C. Grech | 180,093 | 4,457,926 | | Mark A. Spurbeck | 42,471 | 1,050,650 | | Darren R. Yeates | 47,651 | 1,178,762 | | Scott T. Jarboe | 35,107 | 868,397 | | Patrick J. Forkin III | 9,633 | 238,345 | | Marc E. Hathhorn | 38,224 | 945,507 |
2024 Option Exercises and Stock Vested
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2024 Non-Qualified Deferred Compensation
2024 Non-Qualified Deferred Compensation 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 $1 to the Non-Qualified Plan. Matching contributions are 100% vested. Peabody has established a rabbi trust for the purpose of providing Non-Qualified Plan benefits to participants. The following table sets forth detail about activity for the NEOs in our Non-Qualified Plan:
2024 Non-Qualified Deferred Compensation
| Name | Plan Name | Executive Contributions in Last Fiscal Year ($) | 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 | 39,300 | 58,950 | 7,803 | — | 149,168 | | Mark A. Spurbeck | Non-Qualified Plan | 17,987 | 37,487 | 2,366 | — | 75,133 | | Darren R. Yeates | Non-Qualified Plan | — | — | — | — | — | | Scott T. Jarboe | Non-Qualified Plan | — | 6,150 | 459 | — | 5,694 | | Patrick J. Forkin III | Non-Qualified Plan | 12,688 | 21,113 | 7,473 | — | 59,103 | | Marc E. Hathhorn | Non-Qualified Plan | 10,714 | 10,714 | 1,374 | — | 45,751 |
2024 Non-Qualified Deferred Compensation
_________________________________ (1)All amounts reported in this column were reported as compensation in the last completed fiscal year in the 2024 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 2024 Summary Compensation Table. (3)The totals in this column represent registrant and executive contributions to the Non-Qualified Plan that were reported in the Summary Compensation Table for 2023 - 2024.
2024 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, 2024)
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) | — | — | 4,223,438 | 6,353,312 | — | 10,576,750 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 4,207,574 | 22,709 | 2,400,522 | 1,954,066 | — | 8,584,871 | | Involuntary Termination Related to a Change in Control (4) | 5,259,467 | 22,709 | 4,223,438 | 6,353,312 | — | 15,858,926 | | Mark A. Spurbeck | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 1,790,499 | 2,124,378 | — | 3,914,877 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 1,792,236 | 32,236 | — | 679,250 | — | 2,503,722 | | Involuntary Termination Related to a Change in Control (5) | 2,389,648 | 32,236 | 1,790,499 | 2,124,378 | — | 6,336,761 | | Darren R. Yeates (6) | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 1,942,433 | 2,664,036 | — | 4,606,469 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 1,974,444 | — | — | 824,555 | — | 2,798,999 | | Involuntary Termination Related to a Change in Control(5) | 2,632,591 | — | 1,942,433 | 2,664,036 | — | 7,239,060 | | Scott T. Jarboe | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 1,277,259 | 1,632,829 | — | 2,910,088 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 1,454,805 | 32,236 | — | 500,200 | — | 1,987,241 | | Involuntary Termination Related to a Change in Control (5) | 1,939,740 | 32,236 | 1,277,259 | 1,632,829 | — | 4,882,064 | | Patrick J. Forkin III | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 884,956 | 1,061,140 | — | 1,946,096 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 1,131,305 | 20,314 | — | 321,503 | — | 1,473,122 | | Involuntary Termination Related to a Change in Control (5) | 1,508,406 | 20,314 | 884,956 | 1,061,140 | — | 3,474,816 |
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, 2024 closing stock price of $20.94.
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) any earned but unpaid annual incentive for the year of termination; (4) continuation of benefits for 18 months (excluding Mr. Yeates); and (5) 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, Mr. Jarboe and Mr. Forkin, 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)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 0.6217 USD to one AUD. The exchange rate represents the December 31, 2024 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 2024, we calculated annual total compensation for the median employee using the same methodology as for our NEOs as described in the 2024 Summary Compensation Table within this Proxy Statement. 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 | $6,972,467 | | Median Employee | $122,326 | | Pay Ratio | 57 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 ($)4 | Net Income ($)5 | Adjusted EBITDA6 ($) | | 2024 | $— | $— | 6,972,467 | 7,275,899 | 2,510,874 | 2,590,603 | 234.77 | 208.99 | 403,500,000 | 871,700,000 | | 2023 | $— | $— | 5,879,892 | 4,805,574 | 2,630,479 | 2,504,778 | 269.27 | 218.23 | 815,600,000 | 1,363,900,000 | | 2022 | $— | $— | 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) | $— | $— | 1,751,662 | 719,821 | 26.43 | 116.44 | (1,873,800,000) | 258,800,000 |
PAY VERSUS PERFORMANCE DISCLOSURE
_________________________________ (1)Glenn L. Kellow was our PEO from May 2015 to June 2021. James C. Grech was our PEO from June 2021 to present. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
PAY VERSUS PERFORMANCE DISCLOSURE
| 2020 | 2021 | 2022 | 2023 | 2024 | | Mark A. Spurbeck | Mark A. Spurbeck | Mark A. Spurbeck | Mark A. Spurbeck | Mark A. Spurbeck | | Darren R. Yeates | Darren R. Yeates | Darren R. Yeates | Darren R. Yeates | Darren R. Yeates | | Marc E. Hathhorn | Marc E. Hathhorn | Marc E. Hathhorn | Marc E. Hathhorn | Scott T. Jarboe | | Kemal Williamson | Scott T. Jarboe | Scott T. Jarboe | Scott T. Jarboe | Patrick J. Forkin III | | Amy B. Schwetz | Kemal Williamson | | | Marc E. Hathhorn | | Charles F. Meintjes | | | | |
PAY VERSUS PERFORMANCE DISCLOSURE
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for James C. Grech ($) | Exclusion of Stock Awards for James C. Grech ($) | Inclusion of Equity Values for James C. Grech ($) | Compensation Actually Paid to James C. Grech ($) | | 2024 | 6,972,467 | (3,732,274) | 4,035,706 | 7,275,899 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 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 ($) | | 2024 | 2,510,874 | (1,064,864) | 1,144,593 | 2,590,603 |
PAY VERSUS PERFORMANCE DISCLOSURE
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PAY VERSUS PERFORMANCE DISCLOSURE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for James C. Grech ($) | 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 ($) | | 2024 | 3,916,102 | 28,919 | $— | 90,685 | $— | 4,035,706 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | | 2024 | 1,120,041 | 8,936 | $— | 15,616 | $— | 1,144,593 |
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, 2024. 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. (5)The 2024 Proxy Statement reflected net income of $759,600,000. The 2025 Proxy Statement has been updated to reflect actual net income of $815,600,000. (6)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 2024. 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 five 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 five 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 five 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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