DEF 14A of Hallador Energy Co
Filed Apr 15, 2026 · FY20250001104659-26-043867
PROPOSAL NO. 1: ELECTION OF DIRECTORS FOR A ONE-YEAR TERM.6
PROPOSAL NO. 1: ELECTION OF DIRECTORS FOR A ONE-YEAR TERM.6
NON-EMPLOYEE DIRECTOR COMPENSATION14
NON-EMPLOYEE DIRECTOR COMPENSATION14 2025 Director Compensation14 2026 Non-Employee Director Compensation14
EXECUTIVE COMPENSATION15
EXECUTIVE COMPENSATION15 NARRATIVE DISCLOSURE OF EXECUTIVE COMPENSATION15 Compensation Philosophy and Objectives16 2025 Say-on-Pay Vote16 Compensation Committee Procedures and Role of the Compensation Consultant16 Summary Compensation Table18 2024 Executive Officer Plan and Severance Arrangements19 2026 Executive Officer Plan and Severance Arrangements19 Executive Officer Bonus Performance Plan19 2025 Bonus Payout22 Outstanding Equity Awards at December 31, 202522 Equity Compensation Plan Information22 Potential Payments Upon Termination23 Separation Agreement with Ms. Hargrave25
PAY VS. PERFORMANCE26
PAY VS. PERFORMANCE26 Relationship Between Compensation Actually Paid and Performance Measures27
Director Nominees
Director Nominees BRENT K. BILSLAND, the Chairman of the Board, President, and Chief Executive Officer, has served on the Board since 2009. Mr. Bilsland was elected Chairman of the Board in 2018, appointed Chief Executive Officer in 2014, and has been a director and our President since 2009. He was President of Sunrise Coal, LLC, our primary operating subsidiary, from July 2006 through November 2017, and Vice President of Knapper Corporation, a private corporation, from 1998 to 2004. Mr. Bilsland is a graduate of Butler University located in Indianapolis, Indiana. Mr. Bilsland brings broad industry experience and significant operational capabilities to our Company. He has an intimate understanding of our business and its operations that benefits us. In 2015 and 2016, Mr. Bilsland served as the Chairman of the Indiana Coal Council. Mr. Bilsland's investment in our Common Stock, combined with his wife and children, is 3.43%. ZARRELL GRAY, a director, serves as a director and Chair of the Nominating Committee. He is Executive Advisor to Teays River, a U.S.-based holding company focused on production-based, vertically integrated agricultural businesses, with assets and operations spanning 23 states and 10 countries. Previously, Mr. Gray served as Executive Vice President and Chief Operating Officer of Teays River from 2007 to 2021. He has served on multiple private company boards and brings deep experience in investment committee oversight, due diligence, and the structuring and raising of capital and debt facilities. Before joining Teays River, Mr. Gray spent more than 17 years in the hybrid seed industry. He earned a Bachelor of Science in Agricultural Economics from Purdue University. Mr. Gray brings more than 18 years as a senior executive in the formation and growth of a large-scale holding company. Mr. Gray has served on multiple private corporate boards, each with sales in the hundreds of millions or greater. He also has extensive experience in investment committees, diligence processes, and various acquisition execution responsibilities and has been engaged in raising capital and debt facilities, each in excess of a billion dollars. Over his career he developed a unique and broad global network of investors, bankers, and operators. We believe that Mr. Gray's vast experience will enable us to advance our long-term strategic growth plan. DANIEL HUDSON, a director, has served on the Board since March 2026. Mr. Hudson brings more than three decades of leadership experience across the power and energy infrastructure sectors, with extensive expertise in natural gas-fired generation, capital markets, asset acquisitions and divestitures, and strategic restructuring. He currently serves as Chairman and Chief Executive Officer of Woodlands Energy Management, LLC, where he advises debt and equity holders on power and energy-related investments. Throughout his career, Mr. Hudson has led and advised on more than $35 billion in energy asset acquisitions, financings, restructurings, and strategic transactions. He has served as Chief Executive Officer, Chairman, Director, and Committee Chair for numerous power and energy infrastructure companies, overseeing multi-gigawatt generation portfolios and large-scale natural gas combined-cycle facilities across competitive power markets. Mr. Hudson has also provided board-level oversight for portfolios representing more than 10,000 MW of thermal generation capacity. Earlier in his career, he held leadership roles at several Fortune 500 companies, including Duke Energy, NRG Energy, Xcel Energy/Northern States Power, and Navigant Corporation. Mr. Hudson holds a Bachelor of Science in Mechanical Engineering from the University of Minnesota. BRYAN H. LAWRENCE, a director, is a founder and senior manager of Yorktown Partners LLC, the manager of the Yorktown group of investment partnerships, which make investments in companies engaged in the energy industry. The Yorktown partnerships were formerly affiliated with the investment firm of Dillon, Read & Co. Inc., where Mr. Lawrence had been employed since 1966, serving as a Managing Director until the merger of Dillon Read with SBC Warburg in September 1997. Mr. Lawrence also serves as a director of Epsilon Energy Ltd., Riley Exploration Permian, Inc., Ramaco Resources, Inc., and Star Group, LP (each a United States publicly traded company) and certain non-public companies in the energy industry in which Yorktown partnerships hold equity interests. Mr. Lawrence is a graduate of Hamilton College and has an MBA from Columbia University. Mr. Lawrence, who controls 1.06% of our Common Stock, has been a Board member for the last 31 years. We believe that Mr. Lawrence's wealth of industry-specific transactional skills and experience qualifies him to serve on our Board. As with most of our other Board members, he too has a significant indirect monetary investment in our Company and accordingly has a vested interest in our success. DAVID J. LUBAR, a director, is President and Chief Executive Officer of Lubar & Co. He began his career in 1977 at Wells Fargo Bank (f/k/a Norwest Bank N.A.) in Minneapolis, where he spent six years in commercial and correspondent banking. Mr. Lubar joined Lubar & Co. in 1983 and has served as lead investor to over 20 companies in a wide range of industries and various stages of development. He currently serves as a director of each of the Lubar companies as well as Nicholas Company, Baird Funds, Ionia Bank (chairman), Milwaukee Brewers Baseball Club, and several other private companies. He previously served on the boards of BMO Financial Corp and Northwestern Mutual Life Insurance Company. He also serves in many community leadership positions throughout the Milwaukee area. Mr. Lubar has a Bachelor of Arts degree from Bowdoin College and Master of Business Administration from the University of Minnesota. Mr. Lubar controls 11.57% of our Common Stock. Mr. Lubar has 42 years of investment experience with private companies, public stocks, and fixed income. His experience provides him insight from the view of an investor and Board member. BARBARA A. SUGG, a director, has served on the Board since January 2026. Ms. Sugg brings more than three decades of leadership experience in the energy industry, most recently serving as President and Chief Executive Officer of Southwest Power Pool (“SPP”), a Regional Transmission Organization responsible for electric reliability and wholesale power markets across a multi-state footprint. During her tenure at SPP, she led an organization of more than 800 employees and oversaw significant regional and interregional transmission initiatives, including joint transmission projects totaling approximately $2 billion. She also led the reliable integration of more than 10 gigawatts of energy resources and the expansion of SPP into the western interconnection, making it the first RTO to operate across multiple interconnections. Prior to becoming Chief Executive Officer of SPP, Ms. Sugg served as Senior Vice President of Information Technology and Chief Security Officer, where she directed large-scale technology modernization efforts and strengthened cybersecurity and system resilience across critical operations. She has extensive board and governance experience, including serving as a voting member of the SPP Board of Directors and chairing its Corporate Governance Committee, and currently serves on several civic and nonprofit boards. Ms. Sugg is certified by the National Association of Corporate Directors in Cyber Security Oversight. She holds a Bachelor of Science in Computer Science from the University of Louisiana at Lafayette and completed the Advanced Management Program at Harvard Business School.
Director Nominees
CHARLES R. WESLEY, IV, a director, serves as a founding partner of Thoroughbred Resources LP and leads the firm’s efforts on its terminals, logistics and natural resources assets as well as private equity relationships. Mr. Wesley’s prior roles include serving as Chief Executive Officer of Thoroughbred Resources, Chief Planning and Commercial officer of Ramaco Resources (Nasdaq: METC), Senior Director of Finance at Lumen Technologies (NYSE:LUMN), where he was also responsible for the operation and ultimate disposition of the company’s coal mining operations. He began his legal career at the law firms of Akin, Gump, Strauss, Hauer & Feld and Strasburger & Price, focusing on international energy transactions, having previously worked at a coal company as a mine engineer. He is an active private investor in natural resources, financial technology and craft brewing and is a board member across multiple industries and philanthropic organizations. Mr. Wesley holds a Juris Doctorate from the University of Kentucky College of Law and a Bachelor of Science in Mining Engineering from Virginia Polytechnic Institute. Mr. Wesley brings a wealth of invaluable coal mining industry knowledge and experience to the Board. His vast knowledge of the industry assists the Board in driving future and potential growth and expansion opportunities. Below is an overview of our current directors and each of the director nominees you are being asked to elect at the Annual Meeting.
Director Nominees
| Name and Principal Occupation | Age | Board Member Since | Independent | Audit Committee | Compensation Committee | Nominating Committee | | Brent K. Bilsland | 52 | 2009 | | | | | | Chairman of the Board, President, and Chief Executive Officer, Hallador Energy Company | | | | | | | | Zarrell Gray | 59 | 2024 | ✔ | ✔ | | Chair | | Executive Advisor to Teays River | | | | | | | | Daniel Hudson | 60 | 2026 | ✔ | | | | | Chairman and Chief Executive Officer of Woodlands Energy Management, LLC | | | | | | | | Bryan H. Lawrence | 83 | 1995 | ✔ | ✔ | | | | Managing Member of Yorktown Partners LLC | | | | | | | | David J. Lubar | 71 | 2018 | ✔ | Chair | ✔ | | | Director, Chief Executive Officer and President of Lubar & Co. | | | | | | | | Barbara A. Sugg | 61 | 2026 | ✔ | ✔ | ✔ | | | Charles R. Wesley, IV | 47 | 2018 | ✔ | | Chair | ✔ | | President of Thoroughbred Resources LP | | | | | | |
Our Named Executive Officers Who Are Not Directors
Our Named Executive Officers Who Are Not Directors HEATH A. LOVELL, age 50, was appointed Chief Operating Officer on March 6, 2026, and has served as President of Hallador Power Company since 2022 and President of Sunrise Coal since June 2024. Prior to joining Hallador, Mr. Lovell was the Vice President – Public Affairs for Alliance Coal, LLC since June of 2017. Before that, he was Vice President of Operations for Alliance Coal covering Illinois, Indiana, and parts of Western Kentucky. He had been with Alliance Coal since 2006 and held several other positions including General Manager of River View Coal, LLC and General Manager of Webster County Coal, LLC. Mr. Lovell was responsible for the development of River View in 2009 with its nine units of operations and initial capital investment of $270 million. Before joining Alliance, Mr. Lovell was Vice President and Partner of Dodge Hill Mining, LLC. He has over 26 years of experience in the mining industry and has a Master of Business Administration and a Bachelor of Science degree in Electrical Engineering from the University of Kentucky. Mr. Lovell has served as the Chairman of the Kentucky Coal Association Board of Directors, West Virginia Coal Association Board of Directors, Indiana Coal Association Board of Directors, Reliable Energy, Inc. Board of Directors, as well as a Board Member of the American Coal Council and an appointed member of the National Coal Council. TODD E. TELESZ, age 55, has served as Chief Financial Officer of Hallador Energy Company since June 2025. Mr. Telesz is an accomplished financial executive with extensive experience in the power sector. Before joining Hallador, Mr. Telesz served as Chief Financial Officer of Tri-State Generation and Transmission Association, Inc., a non-profit generation and transmission cooperative. He also held the positions as Chief Executive Officer at Basin Electric, one of the nation’s largest cooperative associations, and as Senior Vice President of CoBank's power, energy, and utilities division. Mr. Telesz brings a well-rounded understanding of the energy sector, including generation and transmission cooperatives, investor-owned utilities, midstream oil and gas, and renewable energy. His strategic insight, paired with a deep respect for the cooperative business model, makes him a valuable leader as Hallador continues to position itself as a vertically integrated Independent Power Producer. Mr. Telesz holds a Bachelor of Science in Economics, with honors, from The Wharton School of the University of Pennsylvania, and serves on several not-for-profit boards of directors. BOARD AND ITS COMMITTEES
Equity Award Grant Practices
Equity Award Grant Practices The Compensation Committee typically approves and grants equity awards to our named executive officers biennially, with each such award having a target grant date value as set forth in a two-year executive officer plan that is adopted by the Compensation Committee in advance of such grants. Awards granted to any newly hired or promoted executive officers are typically made on or close in time to the effective date of hire or promotion. We generally aim to avoid granting equity awards, including stock options (or similar awards), in anticipation of the release of material non-public information that is likely to result in changes to the price of our Common Stock, and the release of material non-public information is not timed based on stock option or other equity award grant dates. We do not currently grant stock options or similar stock appreciation awards as part of our equity compensation program. Accordingly, during the last completed fiscal year, we did not grant any stock options (or similar awards) to our named executive officers during any period beginning four business days before the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company current report on Form 8-K that disclosed material nonpublic information (other than a Company current report on Form 8-K disclosing a material new option award grant under Item 5.02(e) of that form), and ending one business day after the filing or furnishing of such reports. If stock options were to be granted in the future, the Company would generally aim to avoid granting such options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our Common Stock.
2025 Director Compensation
2025 Director Compensation Each non-employee Board member, except Mr. Lawrence, who declined compensation, receives an annual Board retainer. In March 2025, the Board, with input from its independent compensation consultant F.W. Cook & Co., reviewed the non-employee director compensation program and approved changes effective January 1, 2025. As a result of this review, the annual retainer paid to non-employee directors increased from $50,000 to $75,000, and the additional annual retainer paid to the Chair of the Audit Committee increased from $25,000 to $35,000. Each retainer is paid quarterly in arrears. The Board also determined that 50% of both the annual Board retainer and any committee chair fee will be paid in fully vested shares of Common Stock. The number of shares will be determined based on the closing price of the Common Stock on the applicable payment date. The following table sets forth information concerning the compensation earned by or paid to the non-employee members of our Board during the fiscal year ended December 31, 2025:
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Brent K. Bilsland(3) | — | — | — | | Zarrell Gray(4) | 50,000 | 50,000 | 100,000 | | David C. Hardie | 37,500 | 37,500 | 75,000 | | Bryan H. Lawrence(5) | — | — | — | | David J. Lubar(6) | 55,000 | 55,000 | 110,000 | | Charles R. Wesley, IV(7) | 50,000 | 50,000 | 100,000 |
2025 Director Compensation
| (1) During 2025, each non-employee director received an annual Board retainer of $75,000, and committee chairs received an additional annual fee for serving as chair of the applicable committee. | | (2) Beginning January 1, 2025, 50% of the annual Board retainer and committee chair fee is paid in fully vested shares of Common Stock, with the number of shares determined based on the closing price of the Common Stock on the applicable payment date. None of our non-employee Board members held any unexercised stock options (whether vested or unvested) or unvested stock awards (including unvested restricted stock units) as of December 31, 2025. | | (3) Mr. Bilsland is an employee of the Company and therefore does not receive additional compensation for his service as a director. | | (4) Mr. Gray received an additional $25,000 for his service as the Chair of the Nominating Committee. | | (5) Mr. Lawrence declined compensation for his service as member of the Board. | | (6) Mr. Lubar received an additional $35,000 for his service as the Chair of the Audit Committee. | | (7) Mr. Wesley received an additional $25,000 for his service as the Chair of the Compensation Committee. |
2026 Non-Employee Director Compensation
2026 Non-Employee Director Compensation In November 2025, the Compensation Committee engaged Korn Ferry, an independent compensation consulting firm, to review relevant market data and provide recommendations regarding compensation for the Company’s non-employee Board members. As part of its review, Korn Ferry analyzed compensation practices of similarly situated companies and assessed the competitiveness of the Company’s director compensation program. Based on this review and Korn Ferry’s recommendations, the Compensation Committee recommended and the Board approved revisions to the Company’s non-employee director compensation program, effective January 1, 2026. Under the revised program, the amount of annual retainer paid to non-employee Board members will increase to $200,000. This amount will be split equally, with half paid in cash on a quarterly basis in arrears and half awarded as restricted stock units (“RSUs”) under the Company’s Second Amended and Restated 2008 Restricted Stock Unit Plan (as amended and restated, the “RSU Plan”). The RSUs will be granted immediately following the annual shareholders’ meeting, vesting over one year, and their value will be determined by the 10-day volume weighted average trading price preceding the meeting. In addition, the Chairs of the Compensation Committee and the Nominating and Governance Committee will each continue to be paid an additional $25,000, while the Chair of the Audit Committee will continue to receive an additional $35,000. All committee chairs are independent directors. PROPOSAL NO. 2: APPROVE, ON AN ADVISORY BASIS, THE NAMED EXECUTIVE OFFICERS' COMPENSATION. THE BOARD RECOMMENDS THAT YOU VOTE "FOR" HALLADOR'S NAMED EXECUTIVE OFFICER COMPENSATION. In accordance with Section 14A of the Securities Exchange Act of 1934, we are asking our shareholders for an advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement, as set forth in the "Summary Compensation Table" in accordance with the compensation disclosure rules of the SEC. The Board recommends that shareholders support the following resolution. RESOLVED, that the shareholders approve, on an advisory basis, Hallador's compensation of its named executive officers, as disclosed in Hallador's Proxy Statement for the Annual Meeting, pursuant to the compensation disclosure rules of the SEC, including the Summary Compensation Table and all other tables and narrative disclosures regarding named executive officer compensation. This advisory proposal is not binding. A majority of the shares of Common Stock represented at the Annual Meeting in person or by proxy must vote FOR the proposal to approve it. If you "abstain" from voting with respect to this proposal, your vote will have the same effect as a vote "against" the proposal. Your broker may not vote on this proposal unless you give voting instructions. Broker non-votes will not affect the vote on this proposal. Your vote will not directly change or otherwise limit or enhance any existing compensation or award arrangement of any of our named executive officers, but the outcome of the say-on-pay vote will be considered by the Compensation Committee when making future compensation decisions. EXECUTIVE COMPENSATION
NARRATIVE DISCLOSURE OF EXECUTIVE COMPENSATION
| Name | Annual Base Salary | Annual Target Bonus | Value of RSU Grants | | Brent K. Bilsland | $675,000 | $462,000 | — | | Heath A. Lovell | $450,000 | $300,000 | — | | Marjorie A. Hargrave (1) | $400,000 | $200,000 | — | | Todd E. Telesz (2) | $500,000 | $175,000 | $400,000 | | (1) | Ms. Hargrave resigned from the Company effective June 23, 2025. | | | | (2) | Mr. Telesz joined the Company on June 23, 2025. | | |
Compensation Philosophy and Objectives
Compensation Philosophy and Objectives Traditionally, the Compensation Committee has determined compensation amounts using various informal factors, such as our financial status, available resources, the need to attract and retain executive talent, and comparisons with the pay levels of other executives at the time of each decision. In reaching these decisions, the committee has considered the competitive market for similar positions in our peer group, drawing on general knowledge of executive compensation among industry peers from informal conversations with recruiting firms, research, and personal experience with the market (e.g., whether we use a consulting firm). Therefore, the Compensation Committee does not formally benchmark executive compensation against our peer group or use a strict formula to set executive pay according to survey data. Instead, the committee bases its decisions on the aforementioned factors and information. For all named executive officers except our Chief Executive Officer, decisions were also influenced by recommendations from our Chief Executive Officer, as detailed below.
Compensation Committee Procedures and Role of the Compensation Consultant
Compensation Committee Procedures and Role of the Compensation Consultant
Process for Determining Executive Compensation
| ● | Compensate executives to motivate long-term business growth. |
Elements of Compensation
Elements of Compensation Our current executive compensation program, established by the Compensation Committee, comprises several core components that collectively address both company and individual goals. Base Salary - A fundamental aspect of our compensation program is base salary. This fixed component provides executives with a stable income and serves as the foundation of total compensation. Annual Cash Performance Incentive Bonuses - Executives are eligible for annual cash incentive bonuses tied to overall company performance. These incentives are designed to motivate executives to meet and exceed safety, financial and operational targets. In 2026, a portion of performance incentive bonuses will include achievement of strategic goals. Long-Term Equity-Based Compensation - We periodically grant long-term equity-based compensation restricted stock units. These awards align executives' interests with shareholders and encourage sustained business growth. Other Benefits – Our executives are eligible to participate in our health and welfare programs, and our 401(k) plan on the same basis as other employees. Severance Plan - Certain executives participate in a severance plan that provides termination benefits in the event of certain employment termination. Retention Bonus – Provides bonuses in case of a change in control. We integrate these components to design compensation packages that ensure competitive remuneration, incentivize the attainment of safety, financial, operational, and strategic goals, and align the interests of our executive leadership with those of our shareholders.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation awarded to, earned by, or paid to our NEOs in fiscal years ended December 31, 2025, and 2024.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Brent K. Bilsland | 2025 | 675,000 | 94,177 | 659,230 | - | 14,000 | 1,442,407 | | President and Chief Executive Officer | 2024 | 658,846 | 169,400 | 184,800 | 1,800,000 | 10,725 | 2,823,771 | | Heath A. Lovell | 2025 | 450,000 | 61,153 | 428,072 | - | 14,000 | 953,225 | | Chief Operating Officer | 2024 | 436,539 | 110,000 | 120,000 | 700,000 | 13,800 | 1,380,339 | | Todd E. Telesz (5) | 2025 | 250,000 | 18,907 | 132,345 | 400,000 | 4,615 | 805,867 | | Chief Financial Officer | | | | | | | | | Marjorie Hargrave (6) | 2025 | 201,539 | 153,333 | - | - | 777,893 | 1,132,765 | | Former Chief Financial Officer | 2024 | 281,539 | 73,333 | 80,000 | 500,000 | 6,769 | 941,641 |
Summary Compensation Table
| (1) The amounts disclosed in the Bonus column reflect discretionary bonuses under the executive officer plan. | | (2) The amounts disclosed in the Non-Equity Incentive Plan Compensation column reflect amounts paid in respect of our executive officer bonus performance plan, as determined by the Compensation Committee. | | (3) The amounts disclosed in the Stock Awards column represent the aggregate grant date fair value of time-based restricted stock units, or RSUs, computed in accordance with Financial Accounting Standard Board's Accounting Standards Codification Topic 718, disregarding for this purpose the estimate of forfeitures and do not necessarily correspond to the actual value that might be realized by the NEOs, which depends on the market value of our Common Stock on a date in the future when the award vests or is settled, as applicable. Amounts disclosed in this column reflect the closing market price per share on the respective grant dates of the time-based RSUs. For additional information, including a discussion of the assumptions used to calculate these values, please see Note 8 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. | | (4) The amounts disclosed in the All-Other Compensation column reflect matching contributions by the Company to our 401(k) plan. For Ms. Hargrave, the amount disclosed in 2025 also reflects certain amounts received by her in connection with the termination of her employment on June 23, 2025, pursuant to the terms of a separation agreement between the Company and Ms. Hargrave. | | (5) Mr. Telesz joined the Company on June 23, 2025 as its Chief Financial Officer. Mr. Telesz was not a NEO during the fiscal year ended December 31, 2024, and, therefore, in accordance with the SEC regulations, only compensation information for the fiscal year ended December 31, 2025, is included in the Summary Compensation Table. | | (6) Ms. Hargrave ceased to be our Chief Financial Officer effective as of June 23, 2025. |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025
| Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Vesting Schedule | | Brent K. Bilsland | September 6, 2024 | 210,157 | $4,001,389 | 105,079 vest March 31, 2026 105,078 vest March 31, 2027 | | Heath A. Lovell | September 6, 2024 | 81,728 | $1,556,101 | 40,864 vest March 31, 2026 40,864 vest March 31, 2027 | | Todd E. Telesz | September 24, 2025 | 24,907 | $474,229 | 8,219 vest June 23, 2026 8,219 vest June 23, 2027 8,469 vest June 23, 2028 |
Outstanding Equity Awards at December 31, 2025
Market value was calculated based on the closing market price per share of our Common Stock on the last trading day of 2025, which was $19.04 per share.
Potential Payments Upon Termination
Potential Payments Upon Termination
Table Footnotes
| (2) SEC rules require certain adjustments to be made to the “Summary Compensation Table” totals to determine “compensation actually paid” as reported in the “Pay versus Performance Table” above. The following tables detail the applicable adjustments from the compensation reported in the “Total” column of the Summary Compensation Table. |
Table Footnotes
| PEO | | | | | Adjustments to Determine Compensation Actually Paid | 2025 | 2024 | 2023 | | Reported Summary Compensation Table Total for PEO | $1,442,407 | $2,823,771 | $997,800 | | Deduction for Amounts Reported under the Stock Awards Column in our Summary Compensation Table (or SCT) | - | (1,800,000) | - | | Increase for Fair Value as of Year-end of Awards Granted during the Year that Remain Unvested as of Year- end | - | 3,609,452 | - | | Increase for Fair Value as of the Vesting Date of Awards Granted during the Year that Vest during the Year | - | - | - | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to the Year that were Outstanding and Unvested as of Year-end | 1,595,092 | 232,757 | (205,112) | | Increase/deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted Prior to the Year that Vested during the Year | 161,234 | (313,018) | (71,343) | | Deduction of Fair Value of Awards Granted Prior to the Year that were Forfeited during the Year | - | - | - | | Compensation Actually Paid to PEO | $3,198,733 | $4,552,962 | $721,345 |
Table Footnotes
| Non-PEO NEOs | | | | | Adjustments to Determine Compensation Actually Paid | 2025 | 2024 | 2023 | | Reported Average Summary Compensation Table Total for Non-PEO NEOs | $963,952 | $1,187,546 | $653,200 | | Deduction for Amounts Reported under the Stock Awards Column in our Summary Compensation Table (or SCT) | (133,333) | (400,000) | - | | Increase for Fair Value as of Year-end of Awards Granted during the Year that Remain Unvested as of Year- end | 158,076 | 814,446 | - | | Increase for Fair Value as of the Vesting Date of Awards Granted during the Year that Vest during the Year | - | - | - | | Increase/deduction for Change in Fair Value from prior Year-end to current Year-end of Awards Granted Prior to the Year that were Outstanding and Unvested as of Year-end | 206,772 | 50,435 | (133,333) | | Increase/deduction for Change in Fair Value from prior Year-end to Vesting Date of Awards Granted Prior to the Year that Vested during the Year | 135,598 | (207,729) | (46,377) | | Deduction of Fair Value of Awards Granted Prior to the Year that were Forfeited during the Year | - | - | - | | Average Compensation Actually Paid to Non-PEO NEOs | $1,331,065 | $1,444,697 | $473,490 |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures From 2024 to 2025, the compensation actually paid to our PEO decreased by 30%, and the average of the compensation actually paid to the Non-PEOs decreased by 8%, compared to a 66% increase in our TSR over the same time period, and net income/(loss) changed from a net loss of $226.1 million in 2024 to a net income of $41.9 million in 2025. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information regarding the beneficial ownership of our Common Stock as of April 7, 2026, by each person known by the Company to beneficially own more than 5% of our Common Stock, each director and nominee for director, each named executive officer, and all directors and executive officers as a group. Percentages are based on 47,130,392 shares of Common Stock outstanding as of the record date. We do not have any RSUs that vest within 60 days of the date of this Proxy Statement.
Relationship Between Compensation Actually Paid and Performance Measures
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Percent | | BENEFICIAL OWNERS OF MORE THAN 5% | | | | Lubar & Co. (1) | 5,452,019 | 11.57% | | 833 E. Michigan Street, Suite 1500 | | | | Milwaukee, WI 53202 | | | | BlackRock, Inc.(2) | 2,270,441 | 5.2% | | 50 Hudson Yards | | | | New York, NY 10001 | | | | DIRECTORS AND NAMED EXECUTIVE OFFICERS | | | | David J. Lubar (1) | 5,454,870 | 11.57% | | 833 E. Michigan Street, Suite 1500 | | | | Milwaukee, WI 53202 | | | | Brent K. Bilsland (3) | 1,614,392 | 3.43% | | 1183 East Canvasback Drive | | | | Terre Haute, IN 47802 | | | | Bryan H. Lawrence | 499,746 | 1.06% | | 410 Park Avenue | | | | New York, NY 10022 | | | | Charles R. Wesley IV (4) | 417,331 | **% | | 1700 Lincoln Street, Suite 3475 | | | | Denver, CO 80203 | | | | Heath A. Lovell | 152,713 | **% | | 1183 East Canvasback Drive | | | | Terre Haute, IN 47802 | | | | Zarrell Gray | 76,480 | **% | | 1183 East Canvasback Drive | | | | Terre Haute, IN 47802 | | | | Daniel Hudson | -- | **% | | 1183 East Canvasback Drive | | | | Terre Haute, IN 47802 | | | | Barbara Sugg | -- | **% | | 1183 East Canvasback Drive | | | | Terre Haute, IN 47802 | | | | Todd E. Telesz | -- | **% | | 1183 East Canvasback Drive | | | | Terre Haute, IN 47802 | | | | Marjorie Hargrave(5) | -- | **% | | 1183 East Canvasback Drive | | | | Terre Haute, IN 47802 | | | | Executive Officers and Current Directors as a group (9 persons) | 8,215,532 | 17.43% | | **Less than 1% | | | | (1) | Based on Schedule 13D amendment #6, filed on September 3, 2024. Of these shares, 2,788,685 are owned through the Lubar Equity Fund LLC (LEF), and 2,391,571 shares are owned by the Lubar Opportunity Fund, I (LOFI), and 271,763 shares are owned by SM Opportunity Fund, LLC (SMOF). Lubar & Co. serves as investment manager over, and exercises in its sole discretion the entire voting and dispositive power with respect to, all shares of the Issuer held by each of LEF, LOFI, and SMOF. Mr. David J. Lubar serves as the Chief Executive Officer of Lubar & Co., and as a result, may be deemed to beneficially own these shares. Mr. Lubar disclaims beneficial | |
Relationship Between Compensation Actually Paid and Performance Measures
| ownership in these shares except to the extent of his respective pecuniary interest therein. | | (2) Based on a Schedule 13G filed on January 21, 2026. | | (3) Includes 467,897 shares owned by Mr. Bilsland's spouse and children. Mr. Bilsland disclaims beneficial ownership of such shares. | | (4) Includes 323,469 shares owned by the Charles R. Wesley IV Revocable Trust. | | (5) Ms. Hargrave resigned as Chief Financial Officer effective June 23, 2025, so the table may not reflect accurate information as of April 7, 2026. |
Relationship Between Compensation Actually Paid and Performance Measures
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE