DEF 14A of Peabody Energy Corp
Filed Mar 26, 2026 · FY20250001064728-26-000012
DIRECTOR NOMINEES
DIRECTOR NOMINEES
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, Georganne M. Hodges, Joe W. Laymon, Bob Malone and Clayton D. Walker 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 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting"), except for Georganne M. Hodges and Clayton D. Walker, who were appointed to the Board in November 2025. 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 2025 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. There were no changes to the non-employee director compensation program for 2025. Total Board compensation was $265,000. 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 following table summarizes the non-employee director compensation structure for 2025:
Director Compensation
| 2025 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 2025 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 2025 was determined by dividing $125,000 (or $132,500, if elected by the director) by the closing price per share of Peabody's Common Stock on the grant date (and rounding down to the nearest whole DSU). DSUs generally vest monthly over 12 months. However, the underlying shares are generally not distributed until the earlier of (1) three years after the grant date or (2) the director’s separation from service, depending on the director’s election. In October 2025, the Board of Directors approved changes to the director equity program to simplify the program and better align it with market practices. These changes will take effect beginning with the 2026 annual equity grant and include the following: •All director equity awards will be granted in the form of Restricted Stock Units (RSUs); •RSU awards will vest on a one‑year cliff basis; •Directors may elect to defer settlement of their RSUs until separation from Board service; and •RSUs will be prorated in the event of a voluntary resignation
Director Compensation
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Other Elements of Board Compensation
| Director | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | M. Katherine Banks | 150,500 | 124,995 | — | 275,495 | | Andrea E. Bertone* | 164,500 | 124,995 | — | 289,495 | | William H. Champion | 150,500 | 124,995 | 5,000 | 280,495 | | Nicholas J. Chirekos* | 182,000 | 124,995 | 4,000 | 310,995 | | Stephen E. Gorman* | 172,000 | 124,995 | — | 296,995 | | Georganne M. Hodges# | 22,083 | 66,242 | — | 88,325 | | Joe W. Laymon* | 172,000 | 124,995 | 5,000 | 301,995 | | Robert A. Malone^ | 317,000 | 124,995 | 5,000 | 446,995 | | Clayton D. Walker# | 23,333 | 62,479 | 5,000 | 90,812 |
•Stockholder Alignment
•Stockholder Alignment •Incentive metrics are chosen to drive stockholder value creation •Equity is emphasized in the executive pay mix •75% of the long-term incentive mix is tied to our share price •LTI plan includes relative TSR modifier, comparing Peabody’s 3-year relative TSR performance to key global coal competitors
Process for Determining 2025 NEO Compensation
Process for Determining 2025 NEO Compensation Our executive compensation philosophy is comprised of the following core principles: •Pay-for-performance; •Short-term incentive plan (STIP) awards should be tied to the successful achievement of pre-established objectives that support our business strategy; •Long-term incentives should provide opportunities for executives to earn equity and cash compensation if certain pre-established long-term objectives are successfully achieved; and •Maintain strong alignment between our incentive plans and shareholder interests through the use of a relative TSR modifier. Summarized below are roles and responsibilities of the parties that participated in the development of Peabody’s 2025 executive compensation program:
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 2025 the Compensation Committee engaged an independent compensation consultant, F.W. Cook, after assessing its independence. The company engages the Compensation Committee’s independent consultant solely at the direction of the Committee 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
Independent Compensation Consultants
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Independent Compensation Consultants
evaluation of the peer group composition, input to incentive program design and information on compensation trends. The Compensation Committee conducts an annual review of the performance of F.W. Cook.
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 2025: •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.
Compensation Peer Group
Compensation Peer Group
Compensation Peer Group
| In determining the composition of the Compensation Peer Group for 2025, 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. To better align Peabody's scale to the median of the peer group, the following changes were made for 2025: •Cleveland Cliffs was removed from the peer group •Carpenter Technology was added to the peer group •Following the merger of Arch Resources, Inc. and CONSOL Energy Inc., Core Natural Resources, Inc. (the surviving company from the merger) was added to the compensation peer group to replace both of the merged companies. |
Compensation Peer Group
| 2025 Compensation Peer Group (16) | | ATI Inc. | | Agnico Eagle Mines Limited | | Alpha Metallurgical Resources, Inc. | | Antero Resources Corporation | | APA Corporation | | Arch Resources, Inc. | | B2Gold Corp. | | Carpenter Technology | | 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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2025 Target Total Direct Compensation for NEOs
| | | Short-term Incentive Plan | | | Long-term Incentive Plan | | | | | | Name | Annual Base Salary | STIP (%) | STIP ($) | Target TCC ($) | PSUs(2) ($) | RSUs ($) | RCUs ($) | Total Target LTIP ($) | Target TDC ($) | | James C. Grech | $1,100,000 | 130% | $1,430,000 | $2,530,000 | $2,425,000 | $1,212,500 | $1,212,500 | $4,850,000 | $7,380,000 | | Mark A. Spurbeck | $700,000 | 100% | $700,000 | $1,400,000 | $850,000 | $425,000 | $425,000 | $1,700,000 | $3,100,000 | | Darren R. Yeates(1) | $798,736 | 100% | $798,736 | $1,597,472 | $1,155,000 | $577,500 | $577,500 | $2,310,000 | $3,907,472 | | Scott T. Jarboe | $575,000 | 95% | $546,250 | $1,121,250 | $700,000 | $350,000 | $350,000 | $1,400,000 | $2,521,250 | | Patrick J. Forkin III | $468,000 | 95% | $444,600 | $912,600 | $500,000 | $250,000 | $250,000 | $1,000,000 | $1,912,600 |
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. A comprehensive review of incentive designs in 2023 led to several changes in 2024 (as discussed in last year’s proxy). No changes were made to the 2025 short-term incentive design; however, the Committee continued its practice of reviewing the plan designs each year to ensure they are aligned to the following guiding principles: •Stockholder Alignment — Enhance alignment between executive and stockholder outcomes, consistent with our pay-for-performance approach •Market Practice – Maintain alignment with market practices, particularly among similarly situated mining companies •Reduce Volatility – Limit the impact of pricing volatility on incentive outcomes •Motivate Operational Performance – Drive operational excellence by isolating its incentive outcomes from the impact of pricing volatility These principles remain central to the STIP design for 2025, ensuring that incentive opportunities support achievement of key financial and operational objectives while promoting safety and sustainability.
Short-Term Incentive Program
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Short-Term Incentive Program
The table below provides the definitions for and the purposes of the 2025 STIP performance metrics, which applied to the executive officers and certain other participants in the 2025 STIP.
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 reportable segments' operating performance. | | Clean Cash Cost per Ton Measured at the reportable segment level –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 2025 STIP awards were designed so that no 2025 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 following: the weights for each 2025 STIP performance metric; threshold, target and maximum performance expectations; actual results; and the achievement percentage for each performance metric. The 2025 Adjusted EBITDA target of $472 million is lower than 2024 results primarily due to weaker market conditions.
Short-Term Incentive Program
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2025 Short-Term Incentive Payments
2025 Short-Term Incentive Payments
2025 Short-Term Incentive Payments
| Name | December 31, 2025 Base Salary ($) | Target Opportunity as a % of Base Salary | 2025 STIP Earned as a % of Target(2) | 2025 STIP Earned ($) | | James C. Grech | 1,100,000 | 130% | 128.4% | 1,835,853 | | Mark A. Spurbeck | 700,000 | 100% | 128.4% | 898,669 | | Darren R. Yeates (1) | 798,736 | 100% | 128.4% | 1,025,428 | | Scott. T. Jarboe | 575,000 | 95% | 128.4% | 701,283 | | Patrick J. Forkin III | 468,000 | 95% | 128.4% | 552,759 |
2025 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 0.6693 USD to one AUD. The exchange rate represents the December 31, 2025 rate provided by the Reserve Bank of Australia. (2)Actual 2025 STIP earned is based on a total weighted achievement of 128.4%. 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 128.38%.
Long-Term Incentive Program
Long-Term Incentive Program The LTIP is designed to reward sustained company performance while also incentivizing management to meet the company's commitment to environmental reclamation. A comprehensive review of incentive designs in 2023 led to several changes in 2024 (as discussed in last year’s proxy). No changes were made to the 2025 long-term incentive design; however, the Committee continued its practice of reviewing the plan designs each year to ensure they are aligned to the following guiding principles: •Stockholder Alignment – Enhance alignment between executive and stockholder outcomes, consistent with our pay-for-performance approach •Market Practice – Maintain alignment with market practices, particularly among similarly situated mining companies •Reduce Volatility – Limit the impact of pricing volatility on incentive outcomes •Motivate Operational Performance – Drive operational excellence by isolating its incentive outcomes from the impact of pricing volatility These principles remain central to the long-term incentive design for 2025, ensuring that awards support long-term strategic objectives and our commitment to environmental reclamation. The 2025 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 two‑year performance period and a three‑year TSR modifier. 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.
2025 Target Value of Long-Term Incentive Awards
2025 Target Value of Long-Term Incentive Awards
2025 Target Value of Long-Term Incentive Awards
| Name | Target Value of 2025 LTIP Award | | James C. Grech | $4,850,000 | | Mark A. Spurbeck | $1,700,000 | | Darren R. Yeates | $2,310,000 | | Scott T. Jarboe | $1,400,000 | | Patrick J. Forkin III | $1,000,000 |
2025 Target Value of Long-Term Incentive Awards
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2025 Target Value of Long-Term Incentive Awards
Performance Awards were granted to the NEOs for a performance period beginning on January 1, 2025, and ending December 31, 2026, with an additional year of the rTSR performance period required after December 31, 2026. Performance awards vest at the end of the three-year period, or December 31, 2027. Half of earned performance share units will be settled in cash and half will be settled in stock.The LTIP includes Performance Awards to maintain strong alignment with Company performance. Given industry volatility and the challenge of setting meaningful three‑year goals, the Compensation Committee approved a two‑year performance period with an additional one‑year vesting tail, ensuring no awards vest before three years while still enabling rigorous goal‑setting. The program’s three‑year relative TSR modifier further reinforces long‑term shareholder alignment and reflects market best practice. Given business conditions and the critical need to retain key talent, the Company added a stretch incentive to the 2025 RSU awards. The stretch feature supports both retention and performance by providing above‑target earning opportunity only if the Company exceeds a rigorous two‑year cumulative uncollared Adjusted EBITDA goal. No payout is possible under the stretch payout unless the 2-year Adjusted EBITDA target is exceeded by at least 5%. The program is also designed to maintain leadership focus on achieving the Company’s minimum liquidity target by year‑end 2026 The table below provides definitions for and the purposes of the performance metrics applicable to the 2025 performance share units award:
2025 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. | | Tons Produced(1) | This metric is based on total tons produced at share on a short ton basis measured at the reportable 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 cost effectively 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. |
2025 Target Value of Long-Term Incentive Awards
(1) Tons Produced is measured at the reportable segment level. The four reportable segments are: Seaborne Thermal, Seaborne Metallurgical, Powder River Basin and Other U.S. Thermal.
2025 Target Value of Long-Term Incentive Awards
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2025 Target Value of Long-Term Incentive Awards
With the rTSR modifier, the payout determined based on the Free Cash Flow, Tons Produced and Environmental Reclamation metrics can be increased or decreased by 25%, as shown in the table below. However, maximum achievement for the 2025 PSUs is limited to 200%, and no positive adjustment will be made where rTSR is negative, even if rTSR is above the 75th percentile.
2025 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% |
2025 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. Following the merger of Arch Resources, Inc. and CONSOL Energy Inc., Core Natural Resources, Inc. (the surviving company from the merger) was added to the compensation peer group to replace both of the merged companies. The rTSR peer group consists of the companies set forth in the table below.
2025 Target Value of Long-Term Incentive Awards
| 2025 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* |
2025 Target Value of Long-Term Incentive Awards
*Australian Peer Company
Earned Payout for 2023 Performance-Based Awards
Earned Payout for 2023 Performance-Based Awards
Earned Payout for 2023 Performance-Based Awards
| | Performance Cash | | | Performance Stock Units | | | | Name | Full Award Granted ($) | Metric Payout of Target | Payout ($) | Full Award Granted (Shares)(1) | Metric Payout of Target | Payout (Shares) | | James C. Grech | $1,000,000 | 97.1% | $971,000 | 41,524 | 97.1% | 40,320 | | Mark A. Spurbeck | $425,000 | 97.1% | $412,675 | 17,648 | 97.1% | 17,136 | | Darren R. Yeates | $437,500 | 97.1% | $424,813 | 18,167 | 97.1% | 17,640 | | Scott T. Jarboe | $250,000 | 97.1% | $242,750 | 10,381 | 97.1% | 10,080 | | Patrick J. Forkin III | $150,000 | 97.1% | $145,650 | 6,229 | 97.1% | 6,048 |
Earned Payout for 2023 Performance-Based Awards
_________________________________ (1) Includes dividend equivalent units earned.
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 2025 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.”
Transition and Consulting Agreement for James C. Grech
Transition and Consulting Agreement for James C. Grech James C. Grech, President and Chief Executive Officer of the Company, is approaching retirement eligibility. In connection therewith, the Board has transitioned its ongoing succession planning efforts to conduct an active search to identify Mr. Grech’s successor. In connection with this transition, and to retain Mr. Grech beyond his 65th birthday, the Company and Mr. Grech entered into a Transition and Consulting Agreement (the “Transition Agreement”), effective as of December 17, 2025 (the “Effective Date”), pursuant to which the Company will retain Mr. Grech as CEO until May 15, 2028 (such date, the “Transition Date”). The Company expects that Mr. Grech will continue to serve as a member of the Board of Directors until the Transition Date, subject to the Company’s governing documents and annual director election process. Following the Transition Date, Mr. Grech will serve the Company in an advisory capacity until May 15, 2030 (such period, the “Consulting Period”). Under the Transition Agreement, until the Transition Date, Mr. Grech will continue to receive his annual base salary, short-term cash incentives (subject to performance goals), and employee benefits, and remain eligible to receive long-term incentive awards in January 2026, January 2027 and January 2028. With respect to any long-term incentive awards received in January 2026, January 2027 and January 2028, vesting in such awards shall continue until the end of the Consulting Period, provided that he continues to provide the advisory services
Transition and Consulting Agreement for James C. Grech
during such period in accordance with the terms of the Transition Agreement, such that Mr. Grech will be eligible to receive full vesting of his 2026 and 2027 time-based awards and performance-based long-term incentive awards — and partial vesting of his 2028 time-based awards and performance-based long-term incentive awards — to the extent that performance goals are achieved. During the Consulting Period, Mr. Grech will also be entitled to a consulting fee at the rate of $1,500,000 per year to provide customary consulting services to ensure a smooth leadership transition at the Company. The entry into the Transition Agreement reflects a planned and orderly leadership succession, underscoring the Board’s commitment to long-term organizational stability, especially through a period of leadership transition, and its desire to benefit from Mr. Grech’s continued expertise throughout the transition period.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table summarizes the compensation of our Named Executive Officers for the years ended December 31, 2025, 2024 and 2023, as applicable.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | James C. Grech | 2025 | 1,075,000 | 718,750 | 5,080,125 | 1,835,853 | 315,403 | 9,025,131 | | President and | 2024 | 1,000,000 | 700,834 | 3,732,274 | 1,441,522 | 97,838 | 6,972,467 | | Chief Executive Officer | 2023 | 1,000,000 | 367,500 | 1,999,968 | 2,450,000 | 62,424 | 5,879,892 | | Mark A. Spurbeck | 2025 | 687,500 | 258,334 | 1,780,600 | 898,669 | 64,961 | 3,690,064 | | Executive Vice President and | 2024 | 642,000 | 279,167 | 1,129,776 | 749,591 | 60,641 | 2,861,175 | | Chief Financial Officer | 2023 | 613,500 | 265,700 | 849,986 | 996,470 | 50,177 | 2,775,833 | | Darren R. Yeates(5) | 2025 | 774,995 | 305,000 | 2,419,582 | 1,025,428 | 15,975 | 4,540,979 | | Executive Vice President and | 2024 | 647,398 | 302,084 | 1,541,297 | 753,705 | 19,607 | 3,264,091 | | Chief Operating Officer | 2023 | 686,369 | 278,750 | 874,986 | 1,185,870 | 20,742 | 3,046,717 | | Scott T. Jarboe | 2025 | 568,750 | 183,333 | 1,466,397 | 701,283 | 40,558 | 2,960,321 | | Chief Administrative Officer and | 2024 | 538,625 | 202,084 | 968,379 | 570,843 | 39,375 | 2,319,306 | | Corporate Secretary | 2023 | 500,875 | 200,250 | 499,992 | 791,386 | 36,872 | 2,029,375 | | Patrick J. Forkin III | 2025 | 463,500 | 350,667 | 890,256 | 552,759 | 52,326 | 2,309,508 | | Executive Vice President Global Strategy & Peabody Development | 2024 | 445,643 | 168,500 | 645,586 | 441,106 | 50,306 | 1,751,141 | | | 2023 | — | — | — | — | — | — |
2025 Summary Compensation Table
_________________________________ (1)Amounts in the Bonus column reported for 2025 represent the earned portion of the restricted cash awards granted on January 3, 2023 and January 2, 2024. In addition, Mr. Forkin's bonus amount includes a $234,000 cash award under the Company’s Employee Recognition Program for due diligence work related to the terminated acquisition of Anglo American’s coal assets. (2)Amounts in the Stock Awards column reported for 2025 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 2025 is reflected in the “2025 Grants of Plan-Based Awards” table, below. The fair value of the PSUs granted in 2025, 2024 and 2023 is shown in this table assuming the target level of PSUs will be earned. The fair value of the PSUs granted in 2025, if earned at the maximum performance level, would equal $5,310,300 for Mr. Grech; $1,861,277 for Mr. Spurbeck; $2,529,210 for Mr. Yeates; $1,532,838 for Mr. Jarboe; and $930,593 for Mr. Forkin. The fair value of the Stretch RSU awards granted in 2025 is shown in this table assuming the target level of Stretch RSUs will be earned. The fair value of the Stretch RSUs granted in 2025, if earned at the maximum performance level, would equal $2,424,975 for Mr. Grech; $849,962 for Mr. Spurbeck; $1,154,976 for Mr. Yeates; $699,978 for Mr. Jarboe; and $424,960 for Mr. Forkin. (3)Amounts in this column reported for 2025 represent awards earned under the 2025 STIP based on actual performance. (4)Amounts in this column reported for 2025 are described in the All Other Compensation table. (5)Mr. Yeates is an Australian employee and his salary and bonus are paid in Australian Dollars (AUD). U.S. Dollar (USD) amounts in this Proxy Statement with respect to Mr. Yeates' salary and short-term incentive have been converted from AUD at a rate of 0.6693 USD to one AUD. The exchange rate represents the December 31, 2025 rate provided by the Reserve Bank of Australia.
2025 Summary Compensation Table
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2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table summarizes grants to the NEOs of plan-based awards during the year ended December 31, 2025. The table includes RSU awards, PSU awards and 2025 STIP opportunities as approved by the Committees.
2025 Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | James C. Grech | | | | | | | | | | | | (1) | 71,500 | 1,430,000 | 2,860,000 | | | | | | | | 1/2/2025(2) | | | | | | | 58,125 | 1,212,488 | | | 1/2/2025(3) | | | | 5,813 | 116,250 | 232,500 | | 2,655,150 | | | 1/2/2025(4) | | | | 581 | 58,125 | 116,250 | | 1,212,488 | | Mark A. Spurbeck | | | | | | | | | | | | (1) | 35,000 | 700,000 | 1,400,000 | | | | | | | | 1/2/2025(2) | | | | | | | 20,373 | 424,981 | | | 1/2/2025(3) | | | | 2,037 | 40,746 | 81,492 | | 930,639 | | | 1/2/2025(4) | | | | 204 | 20,373 | 40,746 | | 424,981 | | Darren R. Yeates | | | | | | | | | | | | (1) | 39,937 | 798,736 | 1,597,472 | | | | | | | | 1/2/2025(2) | | | | | | | 27,684 | 577,488 | | | 1/2/2025(3) | | | | 2,768 | 55,368 | 110,736 | | 1,264,605 | | | 1/2/2025(4) | | | | 277 | 27,684 | 55,368 | | 577,488 | | Scott T. Jarboe | | | | | | | | | | | | (1) | 27,313 | 546,250 | 1,092,500 | | | | | | | | 1/2/2025(2) | | | | | | | 16,778 | 349,989 | | | 1/2/2025(3) | | | | 1,678 | 33,556 | 67,112 | | 766,419 | | | 1/2/2025(4) | | | | 168 | 16,778 | 33,556 | | 349,989 | | Patrick J. Forkin III | | | | | | | | | | | | (1) | 22,230 | 444,600 | 889,200 | | | | | | | | 1/2/2025(2) | | | | | | | 10,186 | 212,480 | | | 1/2/2025(3) | | | | 1,019 | 20,372 | 40,744 | | 465,296 | | | 1/2/2025(4) | | | | 102 | 10,186 | 20,372 | | 212,480 |
2025 Grants of Plan-Based Awards
_________________________________ (1)Represents the potential payouts under the 2025 STIP. For the 2025 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 2025 STIP are included in the 2025 Summary Compensation Table. (2)Represents RSU awards granted in fiscal 2025. (3)Represents the PSU incentive awards granted to the NEOs in fiscal 2025. 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 only the lowest weighted metric met the threshold). (4)Represents RSU Stretch awards granted in fiscal 2025. The maximum award equals 200% of the target 2025 RSU awards, while the threshold award equals 1% of target 2025 RSU awards. A stretch payout is triggered only if the Company exceeds the two‑year cumulative, uncollared Adjusted EBITDA target by at least 5%, ensuring that any payout under the stretch incentive occurs only when Adjusted EBITDA exceeds the established plan. (5)Represents the grant date fair value of stock awards determined in accordance with FASB ASC Topic 718.
2025 Grants of Plan-Based Awards
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Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The table below sets forth details about the outstanding equity awards for each of the NEOs as of December 31, 2025. 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 2025 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 | 13,841 | 411,088 | 41,524 | 1,233,265 | | | 01/02/24 | 32,590 | 967,917 | 97,769 | 2,903,750 | | | 01/02/25 | 59,176 | 1,757,530 | 177,528 | 5,272,589 | | Mark A. Spurbeck | 01/03/23 | 5,883 | 174,712 | 17,648 | 524,137 | | | 01/02/24 | 9,864 | 292,972 | 29,595 | 878,978 | | | 01/02/25 | 20,741 | 616,020 | 62,224 | 1,848,060 | | Darren R. Yeates | 01/03/23 | 6,056 | 179,851 | 18,167 | 539,553 | | | 01/02/24 | 13,458 | 399,705 | 40,375 | 1,199,146 | | | 01/02/25 | 28,185 | 837,083 | 84,554 | 2,511,249 | | Scott T. Jarboe | 01/03/23 | 3,460 | 102,772 | 10,381 | 308,316 | | | 01/02/24 | 8,456 | 251,136 | 25,367 | 753,409 | | | 01/02/25 | 17,081 | 507,318 | 51,244 | 1,521,953 | | Patrick J. Forkin III | 01/03/23 | 2,076 | 61,663 | 6,229 | 184,990 | | | 01/02/24 | 5,636 | 167,404 | 16,912 | 502,273 | | | 01/02/25 | 10,370 | 307,995 | 31,111 | 923,984 |
Outstanding Equity Awards at 2025 Fiscal Year-End
_________________________________ (1)RSU awards generally vest ratably on the first three anniversaries of the grant date. Outstanding awards are inclusive of dividend equivalents units. (2)Market value was calculated based on the closing market price per share of our Common Stock on the last trading day of 2025 ($29.70 per share). (3)PSU awards granted on 1/03/2023 vest on December 31, 2025 following a two-year performance period based on the relative achievement of the applicable performance objectives, plus one additional year of vesting. PSU awards granted on 1/02/2024 vest on December 31, 2026 following a three-year rTSR performance period based on the relative achievement of the applicable performance objectives. PSU awards granted on 1/02/2025 vest on December 31, 2027 following a three-year rTSR performance period based on the relative achievement of the applicable performance objectives. Awards are inclusive of dividend equivalent units. 2025 Stretch RSUs are included in the outstanding equity for PSUs.
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table summarizes the RSU and PSU awards that vested during fiscal 2025 for each of the NEOs, based on the closing market price per share of our Common Stock on the date of vesting.
2025 Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | James C. Grech | 29,601 | 608,911 | | Mark A. Spurbeck | 10,624 | 217,977 | | Darren R. Yeates | 12,558 | 258,213 | | Scott T. Jarboe | 7,552 | 155,393 | | Patrick J. Forkin III | 4,808 | 99,010 |
2025 Option Exercises and Stock Vested
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2025 Non-Qualified Deferred Compensation
2025 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 $1 to the Non-Qualified Plan. Matching contributions are 100% vested. Peabody has established a rabbi trust for the purpose of providing Non-Qualified Plan benefits to participants. The following table sets forth detail about activity for the NEOs in our Non-Qualified Plan:
2025 Non-Qualified Deferred Compensation
| Name | Plan Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | James C. Grech | Non-Qualified Plan | 43,500 | 66,000 | 27,843 | — | 283,660 | | Mark A. Spurbeck | Non-Qualified Plan | 20,250 | 41,250 | 11,445 | — | 146,578 | | Darren R. Yeates(3) | Non-Qualified Plan | — | — | — | — | — | | Scott T. Jarboe | Non-Qualified Plan | — | 6,750 | 2,098 | — | 13,942 | | Patrick J. Forkin III | Non-Qualified Plan | 14,058 | 22,475 | 13,274 | — | 108,370 |
2025 Non-Qualified Deferred Compensation
_________________________________ (1)All amounts reported in this column were reported as compensation in the last completed fiscal year in the 2025 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 2025 Summary Compensation Table. (3) Mr. Yeates is an Australian based employee and not eligible for the non-qualified plan.
2025 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, 2025)
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) | — | — | 5,123,519 | 15,312,549 | — | 20,436,068 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 4,683,848 | 24,952 | 2,806,853 | 5,701,380 | — | 13,217,033 | | Involuntary Termination Related to a Change in Control (4) | 5,854,810 | 24,952 | 5,123,519 | 15,312,549 | — | 26,315,830 | | Mark A. Spurbeck | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 2,111,344 | 5,233,516 | — | 7,344,860 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 1,925,497 | 35,475 | 1,311,344 | 1,946,377 | — | 5,218,693 | | Involuntary Termination Related to a Change in Control (5) | 2,567,329 | 35,475 | 2,111,344 | 5,233,516 | — | 9,947,664 | | Darren R. Yeates (6) | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 2,491,907 | 6,911,777 | — | 9,403,684 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 2,147,836 | — | 1,450,241 | 2,498,716 | — | 6,096,793 | | Involuntary Termination Related to a Change in Control(5) | 2,863,781 | — | 2,491,907 | 6,911,777 | — | 12,267,465 | | Scott T. Jarboe | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 1,577,366 | 4,213,271 | — | 5,790,637 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 1,511,321 | 35,475 | 944,033 | 1,523,422 | — | 4,014,251 | | Involuntary Termination Related to a Change in Control (5) | 2,015,095 | 35,475 | 1,577,366 | 4,213,271 | — | 7,841,207 | | Patrick J. Forkin III | | | | | | | | “For Cause” Termination or Voluntary Termination | — | — | — | — | — | — | | Death or Disability (2) | — | — | 1,094,242 | 2,634,235 | — | 3,728,477 | | Involuntary Termination “Without Cause” or “For Good Reason” (3) | 1,223,362 | 40,710 | 698,409 | 965,649 | — | 2,928,130 | | Involuntary Termination Related to a Change in Control (5) | 1,631,149 | 40,710 | 1,094,242 | 2,634,235 | — | 5,400,336 |
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 awards is based on the December 31, 2025 closing stock price of $29.70. Value attributed to PSU awards is based on current performance forecast and grant date fair value.
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 0.6693 USD to one AUD. The exchange rate represents the December 31, 2025 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 2025, we calculated annual total compensation for the median employee using the same methodology as for our NEOs as described in the 2025 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 | $9,025,131 | | Median Employee | $128,250 | | Pay Ratio | 70 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 ($)4 | Net Income ($) | Adjusted EBITDA5 ($) | | 2025 | — | — | 9,025,131 | 16,634,679 | 3,375,218 | 5,741,702 | 1,281.62 | 330.58 | (42,500,000) | 454,900,000 | | 2024 | — | — | 6,972,467 | 7,275,899 | 2,510,874 | 2,590,603 | 888.41 | 179.48 | 403,500,000 | 871,700,000 | | 2023 | — | — | 5,879,892 | 4,805,574 | 2,630,479 | 2,504,778 | 1,018.99 | 187.42 | 815,600,000 | 1,363,900,000 | | 2022 | — | — | 3,811,296 | 8,016,084 | 2,172,769 | 4,353,640 | 1,096.27 | 153.72 | 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 | 417.84 | 135.48 | 371,400,000 | 916,700,000 |
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
| 2021 | 2022 | 2023 | 2024 | 2025 | | 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 | Scott T. Jarboe | Scott T. Jarboe | | Scott T. Jarboe | Scott T. Jarboe | Scott T. Jarboe | Patrick J. Forkin III | Patrick J. Forkin III | | Kemal Williamson | | | Marc E. Hathhorn | |
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 ($) | | 2025 | 9,025,131 | (5,080,125) | 12,689,673 | 16,634,679 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | 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 ($) | | 2025 | 3,375,218 | (1,639,209) | 4,005,693 | 5,741,702 |
PAY VERSUS PERFORMANCE DISCLOSURE
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PAY VERSUS PERFORMANCE DISCLOSURE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for James C. Grech ($) | 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 ($) | | 2025 | 9,808,200 | 2,893,252 | $— | (11,778) | $— | 12,689,673 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | 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 ($) | | 2025 | 3,164,821 | 844,538 | $— | (3,667) | $— | 4,005,693 |
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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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)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 2025. 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.
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 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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Section 2. Definitions
Section 2. Definitions As used in the Plan, in addition to terms elsewhere defined in the Plan, the following terms shall have the meanings set forth below: 2.1 “Acquired Entity” has the meaning set forth in Section 5.6. 2.2 “Acquired Entity Award” has the meaning set forth in Section 5.6. 2.3 “Approval Date” has the meaning set forth in Section 1.1. 2.4 “Award” means any Option (including a Non-Qualified Stock Option and an Incentive Stock Option), Stock Appreciation Right, Restricted Stock, Share, Restricted Stock Unit, Deferred Stock, Performance Unit, Substitute Award, Dividend Equivalent or Cash Incentive Award. 2.5 “Award Agreement” means any written agreement, contract or other instrument, document or form of writing evidencing any Award granted hereunder by the Company. An Award Agreement may be in any electronic medium and may be limited to notation on the books and records of the Company. Unless otherwise determined by the Company, an Award Agreement may be accepted by a Grantee through an on-line or electronic system established and maintained by or on behalf of the Company. 2.6 “Beneficiary” means the Person designated to receive Plan benefits, if any, following the Grantee’s death in accordance with Section 17.8. 2.7 “Board” means the Board of Directors of the Company. 2.8 “Cash Incentive Award” means an Award granted under Section 12. 2.9 “Cause” means, unless otherwise set forth in the applicable Award Agreement: (a) any willful fraud, dishonesty or misconduct of the Grantee that can reasonably be expected to have a detrimental effect on (i) the reputation or business of the Company or any of its subsidiaries or affiliates or (ii) the Grantee’s reputation or performance of his or her duties to the Company or any of its subsidiaries or affiliates; (b) willful
Section 2. Definitions
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Section 2. Definitions
refusal or failure of the Grantee to comply with the Company’s Code of Business Conduct and Ethics, the Company’s Anti-Corruption and Bribery policy or any other material corporate policy of the Company; (c) the Grantee’s willful or repeated failure to meet documented performance objectives or to perform his or her duties or to follow reasonable and lawful directives of his or her manager (other than due to death or Disability); (d) the Grantee’s conviction of, or plea of nolo contendere to (i) any felony; or (ii) any other criminal charge that may reasonably be expected to have a material detrimental effect on the reputation or business of the Company or any of its subsidiaries or affiliates; or (e) the Grantee’s willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, whether or not related to the Grantee’s employment with the Company, after being instructed to cooperate by the Chairman and/or Chief Executive Officer or by the Board, or the willful destruction of or willful failure to preserve documents or other material known to be relevant to any such investigation; provided that with respect to clause (b) or (c) above, the Grantee shall have fifteen (15) business days following written notice of the conduct which is the basis for the potential termination for Cause within which to cure such conduct, to the extent it can be cured, to prevent termination for Cause by the Company. If the Grantee cures the conduct that is the basis for the potential termination for Cause within such period, the Company’s notice of termination shall be deemed withdrawn. 2.10 “Change in Control” means, unless otherwise set forth in the applicable Award Agreement, the occurrence of any one or more of the following: (a) any corporation, person or other entity (other than the Company, a majority-owned subsidiary of the Company or any of its subsidiaries, or an employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries), including a “group” as defined in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner of stock representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; (b) there is consummated (i) a merger, consolidation, plan of arrangement, reorganization or similar transaction or series of transactions in which the Company is involved, other than such a transaction or series of transactions which would result in the shareholders of the Company immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the securities of the Company or such surviving entity (or the parent, if any) outstanding immediately after such transaction(s) in substantially the same proportions as their ownership immediately prior to such transaction(s); (ii) a sale or other disposition of all or substantially all of the Company’s assets; or (iii) approval by the Company’s shareholders of a plan of liquidation of the Company; or (c) within any period of 24 consecutive months, persons who were members of the Board immediately prior to such 24-month period, together with persons who were first elected as directors during such 24-month period by or upon the recommendation of persons who were members of the Board immediately prior to such 24-month period and who constituted a majority of the Board at the time of such election (but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board), cease to constitute a majority of the Board. Notwithstanding the foregoing, to the extent an Award is a Deferred Compensation Award, a Change in Control (as defined above) shall be limited to such event or series of events that also constitute a “change of control event” (as described in Treasury Regulation Section 1.409A-3(i)(5)(i)) with respect to the Company, but only to the extent necessary to establish a time or form of payment that complies with Code Section 409A, without altering the definition of Change in Control for purposes of determining whether a Grantee’s rights to such Award become vested or otherwise nonforfeitable upon the Change in Control. 2.11 “Code” means the Internal Revenue Code of 1986 (and any successor thereto), as amended from time to time. References to a particular section of the Code include references to regulations and rulings thereunder and to successor provisions. 2.12 “Committee” has the meaning set forth in Section 3.1(a). 2.13 “Common Stock” means common stock of the Company. 2.14 “Company” has the meaning set forth in Section 1.1. 2.15 “Current Grant” has the meaning set forth in Section 6.5(d). 2.16 “Deferred Compensation Award” means an Award that does not qualify for an exemption from Code Section 409A coverage.
Section 2. Definitions
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Section 2. Definitions
2.17 “Deferred Stock” means a right (which may be subject to Restrictions, which Restrictions may be time-based, performance-based or based upon the occurrence of one or more events or conditions), granted as an Award under Section 10, to receive payment in the form of Shares (or measured by the value of Shares) at the end of a specified deferral period (or without any deferral period). 2.18 “Disability” means, unless otherwise set forth in the applicable Award Agreement, a mental or physical illness that entitles the Grantee to receive benefits under the long-term disability plan of an Employer, or if the Grantee is not covered by such a plan or the Grantee is not an employee of an Employer, a mental or physical illness that renders a Grantee totally and permanently incapable of performing the Grantee’s duties for the Company or a Subsidiary. Notwithstanding the foregoing, unless otherwise set forth in the applicable Award Agreement, (a) a Disability shall not qualify under this Plan if it is the result of (i) a willfully self-inflicted injury or willfully self-induced sickness; or (ii) an injury or disease contracted, suffered, or incurred while participating in a felony criminal offense; and (b) with respect to any Deferred Compensation Award, Disability shall mean a Grantee’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. 2.19 “Disqualifying Disposition” has the meaning set forth in Section 6.5(f). 2.20 “Dividend Equivalent” means any right to receive payments equal to dividends or other distributions, if and when paid or distributed, on Shares. 2.21 “Effective Date” has the meaning set forth in Section 1.1. 2.22 “Eligible Person” means any employee of an Employer, non-employee director of the Company or consultant engaged by an Employer. A consultant may be treated as an Eligible Person under the Plan only if a Registration Statement on Form S-8 under the Securities Act is available to register either the offer or the sale of the Company’s securities to such consultant. 2.23 “Employer” means the Company or any Subsidiary. 2.24 “Exchange Act” means the Securities and Exchange Act of 1934, as amended, or any successors thereto, and the rules and regulations promulgated thereunder, all as shall be amended from time to time. 2.25 “Exercise Date” means the date the holder of an Award that is subject to exercise delivers notice of such exercise to the Company, accompanied by such payment, attestations, representations and warranties or other documentation as required hereunder, under the applicable Award Agreement or as the Committee may otherwise specify. 2.26 “Fair Market Value” means, as of any applicable date, (a) the closing sales price for one Share on such date as reported on the New York Stock Exchange or, if not listed on such exchange, on such other market system or stock exchange on which the Company’s Common Stock is then listed or admitted to trading, or on the last previous day on which a sale was reported if no sale of a Share was reported on such date, or (b) if the foregoing subsection (a) does not apply, the fair market value of a Share as reasonably determined in good faith by the Board in accordance with Code Section 409A. For purposes of clause (b) of the preceding sentence, the determination of such Fair Market Value by the Board will be made no less frequently than every twelve (12) months and will either (x) use one of the safe harbor methodologies permitted under Treasury Regulation Section 1.409-1(b)(5)(iv)(B)(2) (or such other similar regulation provision as may be provided) or (y) include, as applicable, the value of tangible and intangible assets of the Company, the present value of future cash flows of the Company, the market value of stock or other equity interests in similar corporations and other entities engaged in trades or businesses substantially similar to those engaged in by the Company, the value of which can be readily determined through objective means (such as through trading prices or an established securities market or an amount paid in an arms’ length private transaction), and other relevant factors such as control premiums or discounts for lack of marketability and whether the valuation method is used for other purposes that have a material economic effect on the Company, its shareholders or its creditors. 2.27 “FICA” has the meaning set forth in Section 16.1(a).
Section 2. Definitions
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Section 2. Definitions
2.28 “Grant Date” means the date on which an Award is granted, which date may be specified in advance by the Committee. 2.29 “Grantee” means an Eligible Person who has been granted an Award. 2.30 “Immediate Family” has the meaning set forth in Section 5.4(c). 2.31 “Incentive Opportunity” means, except as otherwise set forth in the applicable Award Agreement, a Grantee’s threshold, target and maximum Incentive Opportunity for a Year; provided that such Incentive Opportunity shall be either (a) to the extent that the Grantee has entered into an employment agreement with the Company, the threshold, target and maximum incentive payment levels, if any, specified in the employment agreement for such Year based on the Grantee’s base salary in effect on the last day of such year, or (b) if there is no employment agreement in effect between the Company and the Grantee as of the first day of such Year or if the employment agreement does not specify such incentive payment levels, the percentages of such Grantee’s base salary in effect on the first day of such Year (or such later date as such person is designated as a Grantee) as determined by the Committee in its sole discretion within the first ninety (90) days of such Year (or before such later date as such person is designated as a Grantee). A Grantee’s Incentive Opportunity may be changed during a Year to reflect changes in compensation or duties during such Year. It is expected that the Cash Incentive Award of such Grantee will be prorated based on the portion of the Year that each level of Incentive Opportunity was in effect with respect to such Grantee. 2.32 “Incentive Stock Option” means an Option granted under Section 6 that is intended to meet the requirements of Code Section 422. 2.33 “including” or “includes” means “including, but not limited to,” or “includes, but is not limited to,” respectively. 2.34 “Non-Qualified Stock Option” means an Option granted under Section 6 that is not intended to be an Incentive Stock Option. 2.35 “Notice” has the meaning set forth in Section 6.6(a). 2.36 “Other Plans” has the meaning set forth in Section 6.5(d) 2.37 “Option” means an Incentive Stock Option or Non-Qualified Stock Option. 2.38 “Option Price” means the price at which a Share may be purchased by a Grantee pursuant to an Option. 2.39 “Performance Goal” means the objective or subjective criteria determined by the Committee, the degree of attainment of which will affect (a) in the case of an Award other than a Cash Incentive Award, the amount of the Award the Grantee is entitled to receive or retain, and (b) in the case of a Cash Incentive Award, the portion of the individual’s Incentive Opportunity potentially payable as a Cash Incentive Award. Performance Goals may contain threshold, target and maximum levels of achievement 2.40 “Performance Period” means that period established by the Committee at the time any Performance Unit or other Award is granted or at any time thereafter during which any performance goals specified by the Committee with respect to such Award are to be measured. 2.41 “Performance Unit” means any grant pursuant to Section 11 of (a) an incentive award consisting of cash or other property (including, but not limited to Common Stock) the amount or value of which, and/or the entitlement to which, is conditioned upon the attainment of any Performance Goals specified by the Committee, or (b) a unit valued by reference to a designated amount of cash or property other than Shares. 2.42 “Permitted Transferee” has the meaning set forth in Section 5.4(c).
Section 2. Definitions
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Section 2. Definitions
2.43 “Person” means any individual, sole proprietorship, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, institution, public benefit corporation, entity or government instrumentality, division, agency, body or department. 2.44 “Plan” has the meaning set forth in Section 1.1, and also includes any appendices hereto. 2.45 “Prior Plans” means any plan or program of the Company pursuant to which equity-based awards have been granted, specifically including, but not limited to, the Long-Term Equity Incentive Plan (2001), the 2004 Long-Term Equity Incentive Plan, the 2011 Long-Term Equity Incentive Plan and the 2015 Long-Term Incentive Plan. 2.46 “Restricted Stock” means any Shares issued as an Award under the Plan that are subject to Restrictions, which Restrictions may be time-based, performance-based or based upon the occurrence of one or more events or conditions. 2.47 “Restricted Stock Unit” or “RSU” means the right granted as an Award under the Plan to receive a Share or cash, conditioned on the satisfaction of Restrictions imposed by the Committee, which Restrictions may be time-based, performance-based or based upon the occurrence of one or more events or conditions. 2.48 “Restrictions” means any restriction on a Grantee’s free enjoyment of the Shares or other rights underlying Awards, including (a) that the Grantee or other holder may not sell, transfer, pledge, or assign a Share or right, and (b) such other restrictions as the Committee may impose in the Award Agreement (including any restriction on the right to vote such Share and the right to receive any dividends). Restrictions may be based upon the passage of time or the satisfaction of performance criteria or the occurrence of one or more events or conditions, and shall lapse separately or in combination upon the occurrence of such conditions and at such time or times, in installments or otherwise, as the Committee shall specify. Except as otherwise set forth in the Plan or an Award Agreement or as provided for by the Committee, Awards subject to a Restriction shall be forfeited if the Restriction does not lapse prior to such date or the occurrence of such event or the satisfaction of such other criteria as the Committee shall determine. 2.49 “Retirement” means, unless otherwise set forth in the applicable Award Agreement, a Termination of Service, other than for Cause, death or Disability, on or after reaching (a) age 65 or (b) age 60 with five (5) years of service with an Employer. 2.50 “Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, as amended from time to time, together with any successor rule. 2.51 “SEC” means the United States Securities and Exchange Commission, or any successor thereto. 2.52 “Section 16 Non-Employee Director” means a member of the Board who satisfies the requirements to qualify as a “non-employee director” under Rule 16b-3. 2.53 “Section 16 Person” means a person who is subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company. 2.54 “Settlement Date” means the payment date for Restricted Stock Units or Deferred Stock. 2.55 “Share” means a share of Common Stock. 2.56 “Stock Appreciation Right” or “SAR” means a right granted as an Award under the Plan to receive, as of the date specified in the Award Agreement, an amount in cash or Shares equal in value to the number of Shares with respect to which the SAR is exercised, multiplied by the excess of (a) the Fair Market Value of one Share on the Exercise Date over (b) the Strike Price. 2.57 “Strike Price” means the per Share price used as the baseline measure for the value of an SAR, as specified in the applicable Award Agreement.
Section 2. Definitions
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Section 2. Definitions
2.58 “Subsidiary” means any Person that directly, or through one (1) or more intermediaries, is controlled by the Company and that would be treated as a single employer with the Company under Sections 414(b) and 414(c) of the Code if the language “at least 50 percent” is used instead of “at least 80 percent” each place it appears in Code Sections 1563(a)(1), (2) and (3) and Treasury Regulation Section 1.414(c)-2. 2.59 “Subsidiary Corporation” has the meaning set forth in Section 6.5. 2.60 “Substitute Award” has the meaning set forth in Section 5.6. 2.61 “Tax Date” has the meaning set forth in Section 16.1(a). 2.62 “Term” means the period beginning on the Grant Date of an Option or SAR and ending on the date such Option or SAR expires, terminates or is cancelled. 2.63 “Termination of Service,” unless otherwise set forth in the applicable Award Agreement, occurs (a) on the first day on which an individual is for any reason no longer providing services to an Employer in the capacity of an employee, director or consultant or (b) with respect to an individual who is an employee or consultant to a Subsidiary, the first day on which such entity ceases to be a Subsidiary of the Company and such individual is no longer providing services to the Company or another Subsidiary; provided that the Committee shall have the discretion to determine when a Grantee, who terminates services as an employee, but continues to provide services in the capacity of a consultant immediately following such termination, has incurred a Termination of Service. Notwithstanding the foregoing, in the case of a Deferred Compensation Award, to the extent required to comply with Code Section 409A, a Termination of Service shall only occur at the time of the Grantee’s “separation from service” with the Company within the meaning of Code Section 409A or as otherwise set forth in an Award Agreement or deferral election form pursuant to the Plan. 2.64 “Total Payments” has the meaning set forth in Section 17.7. 2.65 “Unrestricted Stock” has the meaning set forth in Section 8.4. 2.66 “Year” means a calendar year. 2.67 “10% Owner” has the meaning set forth in Section 6.5(b). 2.68 “$100,000 Limit” has the meaning set forth in Section 6.5(d).