DEF 14A of Alpha Metallurgical Resources, Inc., Mar 29, 2024

DEF 14A of Alpha Metallurgical Resources, Inc.

Filed Mar 29, 2024 · FY20230001140361-24-016607

Open on EDGAR

  1. Bristol, Tennessee 37620

    | POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL | 50 | | Chief Executive Officer | 51 | | Key Employee Separation Plan | 52 | | Equity Compensation Plan Information | 53 | | PAY RATIO | 53 | | PAY VERSUS PERFORMANCE | 55 | | Pay Versus Performance Table - Definitions | 55 | | Pay Versus Performance Table | 55 | | Relationship between Company Versus Peer Group Cumulative TSR | 57 | | Relationship between Pay and TSR | 57 | | Relationship between Pay and GAAP Net Income | 58 | | Relationship between Pay and Adjusted EBITDA | 58 | | Other Important Performance Measures | 59 | | STOCK PERFORMANCE GRAPH | 60 | | OTHER INFORMATION | 61 | | HOUSEHOLDING | 61 | | INCORPORATION BY REFERENCE | 61 | | AVAILABILITY OF SEC FILINGS, CORPORATE GOVERNANCE GUIDELINES, CODE OF BUSINESS ETHICS AND COMMITTEE CHARTERS | 61 | | REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS | 61 | | Approval Procedures | 62 | | Ratification Procedures | 62 | | Ongoing Transactions | 63 | | STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | 63 | | Inclusion of Proposals in Our Proxy Statement and Proxy Card under SEC Rules | 63 | | Bylaw Requirements for Stockholder Submissions of Nominations and Proposals | 63 | | DELINQUENT SECTION 16(a) REPORTS | 64 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 65 | | PROPOSALS | 67 | | PROPOSAL 1 — ELECTION OF DIRECTORS | 67 | | PROPOSAL 2 — AMENDMENT AND RESTATEMENT OF OUR SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO REPLACE STOCKHOLDER SUPERMAJORITY VOTING PROVISIONS WITH MAJORITY VOTING PROVISIONS | 67 | | Reasons for the Proposed Amendments and the Proposal | 68 | | Specific Proposed Amendments | 68 | | Vote Required | 69 | | PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 70 | | Independent Registered Public Accounting Firm and Fees | 70 | | Policy for Approval of Audit and Permitted Non-Audit Services | 70 | | PROPOSAL 4 — ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION | 71 | | APPENDIX A: PROPOSED AMENDMENT TO THE COMPANY’S SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO REPLACE STOCKHOLDER SUPERMAJORITY VOTING PROVISIONS WITH MAJORITY VOTING PROVISIONS | A-1 |

  2. ABOUT OUR MANAGEMENT TEAM

    ABOUT OUR MANAGEMENT TEAM Alpha is led by Andy Eidson, our chief executive officer. The following persons comprise the Company’s executive team.

  3. ABOUT OUR MANAGEMENT TEAM

    | Charles Andrew Eidson | Chief Executive Officer and Director Age 48 | | Charles Andrew Eidson has served as Alpha’s chief executive officer since January 2023. He previously served as president and chief financial officer from December 2020 and as executive vice president and chief financial officer from July 2016. From May 2019 until July 2019, he was interim co-chief executive officer of Alpha. He was previously executive vice president and chief financial officer of Alpha Natural Resources, Inc. prior to its emergence from bankruptcy proceedings in 2016 (“Predecessor Alpha”), a position he held from March 2016. Predecessor Alpha filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code on August 3, 2015. Before that Mr. Eidson was Predecessor Alpha’s senior vice president for strategy and business development from 2015 and vice president for mergers and acquisitions from 2014. Prior to joining Predecessor Alpha in July 2010, he held several financial positions across industry sectors, including at PricewaterhouseCoopers LLP, Eastman Chemical Company and Penn Virginia Resource Partners, where he led mergers and acquisitions projects for the coal segment and managed the budgeting and planning process. Mr. Eidson holds a bachelor of science degree in commerce and business administration from the University of Alabama and a master of business administration degree from Milligan College. | | | Daniel E. Horn | Executive Vice President, Chief Commercial Officer Age 63 | | Daniel E. Horn has served as chief commercial officer since January 2022 and as executive vice president of sales since December 2020. He was previously senior vice president of metallurgical coal sales for the company and president of Contura Coal Sales, LLC from November 2019. Mr. Horn previously held a similar role at Predecessor Alpha, where he served for over a decade and had responsibility for domestic and seaborne metallurgical sales. Prior to joining Predecessor Alpha, Mr. Horn led the coal and coke procurement team at Bethlehem Steel Corporation (“Bethlehem”) after serving in various engineering and operating roles at Bethlehem’s underground coal mines. Mr. Horn holds a bachelor of science degree in mining engineering from the University of Pittsburgh and a master of business administration degree from St. Francis University. He is a registered professional engineer and a licensed underground mine foreman. | |

  4. ABOUT OUR MANAGEMENT TEAM

    | J. Todd Munsey | Executive Vice President and Chief Financial Officer Age 42 | | J. Todd Munsey has served as executive vice president and chief financial officer since August 2022. He was previously senior vice president and controller from August 2016. He served as senior vice president – tax and external reporting for Alpha Natural Resources, Inc. (“Predecessor Alpha”) from December 2015 to July 2016 and was vice president – tax and external reporting of Predecessor Alpha from April 2015 to December 2015. Mr. Munsey earlier served Predecessor Alpha in a number of tax and accounting roles from July 2007. Prior to joining Predecessor Alpha, he was a senior tax analyst with PricewaterhouseCoopers from August 2004 to July 2007. Mr. Munsey is a certified public accountant in the state of North Carolina and graduated from Milligan College with a bachelor of science in accounting and from Virginia Tech – Pamplin College of Business with a master of science in taxation. | | | Roger L. Nicholson | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary Age 63 | | Roger L. Nicholson has served as executive vice president, general counsel and secretary of Alpha since December 2019 and as chief administrative officer since December 2020. Prior to joining Alpha, he practiced law as a member of Steptoe & Johnson PLLC’s Charleston, West Virginia office from 2015. Mr. Nicholson previously served as senior vice president, secretary and general counsel at International Coal Group, Inc. (“ICG”). Prior to his post at ICG, Mr. Nicholson served as vice president, secretary and general counsel of Massey Energy Company, in various roles in private practice and at Arch Mineral Corporation (now Arch Resources, Inc.). Mr. Nicholson holds a bachelor of arts degree from Georgetown College and earned his juris doctor degree from the University of Kentucky College of Law. | | | Jason E. Whitehead | President and Chief Operating Officer Age 46 | | Jason E. Whitehead has served as president of Alpha since January 2023 and as chief operating officer since August 2019. He was previously chief operating officer and senior vice president – operations for Alpha Natural Resources Holdings, Inc. from July 2016 until November 2018, and vice president – operations of Predecessor Alpha from November 2012. Mr. Whitehead previously served in operations and operations-support roles, including executive roles, with Predecessor Alpha, Massey Energy Company and numerous other coal companies. He also served as an operations consultant to Alpha from December 2018 through April 2019. Mr. Whitehead holds bachelor of science degrees from Bluefield State College in civil engineering technology and architectural engineering technology and a master of business administration degree from the University of Charleston. | |

  5. ABOUT OUR BOARD OF DIRECTORS

    ABOUT OUR BOARD OF DIRECTORS All of the Company’s directors are elected annually. The board of directors currently has seven members, all of whom will stand for re-election at the Annual Meeting. As previously announced, Albert E. Ferrara Jr., Elizabeth A. Fessenden and Michael J. Quillen resigned from the board on February 26, 2024. Mr. Ferrara and Mr. Quillen would not have been eligible to stand for re-election due to the age limitations of the Company’s Corporate Governance Guidelines. We acknowledge and thank all of them for their valuable service to the Company. Each of the following seven directors, whose biographies appear below, has been nominated to stand for election at the Annual Meeting for a one-year term. For additional information about each director’s skills and experience, please see “Director Experience”. For information about the board committees on which each director serves, please see “Committee Membership”.

  6. ABOUT OUR BOARD OF DIRECTORS

    | Joanna Baker de Neufville | Director Age 45 | | Joanna Baker de Neufville has served as a director of Alpha since January 2023. She is a principal of the investment fund De Neufville and Company, L.P., where she oversees the firm’s investment portfolio. Prior to joining De Neufville & Company in 2020, she worked for three years as a strategy consultant. Prior to that, she served as chief operating officer and chief financial officer of the Tamara Mellon Brand. Previously, Ms. Baker de Neufville co-founded and was chief executive officer of HealthLeap, an online medical portal, which she sold in 2011. Ms. Baker de Neufville began her career in the equities division at Goldman Sachs. She received a master of business administration degree from Harvard Business School and a bachelor of arts degree from Dartmouth College. She serves as a board member of the Society of Memorial Sloan Kettering Cancer Center and The Roxiticus Foundation. Based upon her experience, Alpha believes Ms. Baker de Neufville is qualified to serve as a director. | | | Kenneth S. Courtis | Director Age 68 | | Kenneth S. Courtis has served as a director since February 2021. He has also served as chair of Starfort Investment Holdings since 2009. Mr. Courtis has over three decades of experience in corporate finance, investments, and virtually all aspects of the commodity sector. He previously served as vice chair and managing director of Goldman Sachs and as chief economist and investment strategist at Deutsche Bank Asia. Over the course of his career he has served on the board or advisory council for a number of leading international firms. Mr. Courtis earned an undergraduate degree from Glendon College in Toronto and a master’s degree in international relations from Sussex University in the United Kingdom. He earned a master of business administration degree from the European Institute of Business Administration, as well as a doctorate degree with highest distinction from the Sciences Po, Paris. Based upon his experience, Alpha believes Mr. Courtis is qualified to serve as a director. | |

  7. ABOUT OUR BOARD OF DIRECTORS

    | Charles Andrew Eidson | Chief Executive Officer and Director Age 48 | | A description of Mr. Eidson’s background and business experience is provided under the section “About Our Management Team.” Based upon his experience and his role as Chief Executive Officer of Alpha, Alpha believes Mr. Eidson is qualified to serve as a director. | | | Michael Gorzynski | Director Age 46 | | Michael Gorzynski has served as a director of Alpha since January 2023 and is the lead independent director of Alpha. He is the founder and managing partner of MG Capital Management, a significant shareholder of Alpha. He also serves as executive chairman of Continental General Insurance Company. Previously, Mr. Gorzynski served as a director of INNOVATE Corp. from 2020 to 2022. Prior to forming MG Capital Management in 2011, Mr. Gorzynski was an investor in special situations globally at Third Point LLC. Earlier in his career, he worked in investment banking at Credit Suisse First Boston and Spectrum Equity Investors. He received a bachelor of arts degree from the University of California, Berkeley, and a master of business administration degree from Harvard Business School. Based upon his experience, Alpha believes Mr. Gorzynski is qualified to serve as a director. | | | Shelly Lombard | Director Age 64 | | Shelly Lombard has served as a director of Alpha since February 2024. She has over 35 years of experience in finance on Wall Street, analyzing and investing in public equities and bonds, and is a financial expert with experience and expertise in financial statement review, corporate balance sheet management and capital allocation, capital markets, mergers and acquisitions, and investor relations. Ms. Lombard has served on the board, and as a member of the audit committee, of publicly-traded Craft 1861 Global Holdings, Inc. since February 2023. She previously served on the served on the board of several public companies, including: Bed Bath and Beyond, from February 2022 to September 2023, where she also was a member of the audit and nominating/governance committees; INNOVATE Corp, from May 2020 to July 2022, where she chaired the audit committee and was a member of the nominating/governance and compensation committees; Spartacus Acquisition Corp, from October 2020 to November 2021, where she chaired the audit committee; and Alaska Communications, from June 2020 to August 2021, where she served as a member of audit and compensation committees. From 2014 to 2024, Ms. Lombard was a consultant, analyzing investment opportunities for a family office. From 2011 to 2014, she was the Director of Research for a boutique investment bank that specialized in trading high yield and distressed bonds and value equities and in arranging financing for high yield companies. From 2003 to 2010, Ms. Lombard was a high yield bond analyst for a subscription research firm whose clients included institutional investors, mutual funds, and hedge funds. From 1992 to 2002, she analyzed, invested in, and managed proprietary investments for ING Bank, Barclays Bank, Credit Lyonnais, and Chase Manhattan Bank, where she helped launch the bank debt trading desk. She began her career in the leveraged finance group at Citibank and in the high yield commercial paper group at Drexel Burnham Lambert. Ms. Lombard has a master of business administration degree in finance from Columbia University’s Graduate School of Business and a bachelor of arts degree in communications and government from Simmons University. Based upon her experience, Alpha believes Ms. Lombard is qualified to serve as a director. | |

  8. ABOUT OUR BOARD OF DIRECTORS

    | Daniel D. Smith | Director Age 71 | | Daniel D. Smith has served as a director since February 2021. He previously served on the boards of directors of Blackhawk Mining, LLC, Patriot Coal Corporation and Corsa Coal Corp, as well as several professional boards within the coal industry. Mr. Smith’s career with Norfolk Southern Corporation (“NS”) spanned more than three decades and a number of senior management roles. He retired as senior vice president of energy and properties at NS in 2013 and previously held the roles of president of NS Development and president of Pocahontas Land Corporation. He has also been a licensed professional mining engineer. Mr. Smith earned a bachelor’s degree in industrial engineering and operations research from Virginia Polytechnic Institute and State University. Based upon his experience, Alpha believes Mr. Smith is qualified to serve as a director. | | | David J. Stetson | Chair of the Board Age 67 | | David J. Stetson has served as chair of the board since January 2024 and previously served as executive chair of the board from January 2023 through December 2023. He was our chief executive officer and a member of the board of directors from July 2019, and served as chair of the board of directors from August 2019. He previously served on our board of directors from November 2018 through April 2019. Mr. Stetson has extensive experience in management, finance, mergers and acquisitions, corporate governance, restructuring, law and reclamation, having most recently served as chair of the board of directors and chief executive officer of both ANR, Inc. and Alpha Natural Resources Holdings, Inc. (successors to Predecessor Alpha) from July 2016 until the merger of these entities with Contura Energy, Inc. (now Alpha) in November 2018. Previously, Mr. Stetson held a number of executive leadership positions within the energy industry, including chief executive officer, chief restructuring officer, and senior advisor for various energy companies, including, Trinity Coal Corporation, American Resources Offshore, Inc., Lexington Coal Company, and Lipari Energy Inc. Mr. Stetson earned a bachelor of science degree from Murray State University, a juris doctor degree from the Brandeis School of Law at the University of Louisville and a master of business administration degree from the University of Notre Dame. Based upon his experience, Alpha believes Mr. Stetson is qualified to serve as a director. | |

  9. BOARD COMMITTEES

    | • | Reviewing director compensation and recommending to the board any proposed changes to that compensation; |

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Process for Determining Non-Employee Director Compensation Our compensation committee reviews, and makes recommendations to the board of directors regarding, non-employee directors’ compensation and benefits, including cash, equity-based awards and any other compensation. In determining non-employee director compensation, our compensation committee seeks advice from the independent compensation consultant retained by the committee to, among other functions: (i) conduct a competitive assessment of non-employee director compensation compared to competitive practice, (ii) inform the committee of emerging trends in director pay practices and (iii) assess the amount of compensation that is adequate to compensate our directors for their time and effort with respect to board obligations. If, after the annual review of non-employee director compensation by our compensation committee, the committee determines that any changes should be made to the program, it will recommend them to our board for approval. 2023 Director Compensation Pursuant to our Amended and Restated Non-Employee Director Compensation Policy (the “Director Policy”), we currently provide annual compensation to our non-employee directors based on a compensation year from one annual meeting of stockholders to the next (each period, a “Compensation Year”). For the Compensation Year that commenced on May 3, 2023 (the “2023 Compensation Year”), each non-employee director serving at such time received an annual award in the form of stock-settled restricted stock units (“RSUs”) equal to $125,000 divided by the volume-weighted average price (“20-Day VWAP”) of the Company’s common stock as of market close on the 20 trading days ending on the day prior to the grant date, and an annual cash retainer of $100,000. In 2023, Mr. Eidson served as a member of our board as well as chief executive officer, but he did not receive any additional compensation in connection with board service. Likewise, Mr. Stetson did not receive any additional compensation for his service on the board. Annual cash retainers are paid in quarterly installments, in advance. For any non-employee directors appointed to the board following the commencement of a Compensation Year, the director’s cash retainer will be pro-rated for any partial quarter of service, and the compensation committee will determine in its discretion whether such director will be eligible to receive a full or pro-rated annual RSU award or a special grant of RSUs. Non-employee directors generally have the opportunity to elect to receive RSUs in lieu of their annual cash retainer or committee compensation. For the 2023 Compensation Year, Mr. Gorzynski elected to receive RSUs in lieu of the annual cash retainer and committee compensation and Ms. Baker de Neufville elected to receive RSUs in lieu of committee compensation only. In addition to the annual retainer, non-employee directors are entitled to receive additional cash retainers in connection with service as a non-employee chair of the board, lead independent director or chair or member of committees of our board, as set forth in the following chart. Effective May 3, 2023, the lead independent director annual cash retainer was increased from $20,000 to $50,000.

  11. DIRECTOR COMPENSATION

    | Position | Annual Chair / Lead Fee ($) | Annual Member Fee ($) | | Non-Employee Chair of the Board | 100,000 | n/a | | Lead Independent Director if Non-Independent Director is Chair of the Board | 50,000 | n/a | | Audit Committee | 30,000 | 10,000 | | Compensation Committee | 20,000 | 10,000 | | Safety, Health and Environmental Committee | 15,000 | 5,000 | | Nominating and Corporate Governance Committee | 12,000 | 5,000 |

  12. DIRECTOR COMPENSATION

    Non-employee directors’ annual awards are granted pursuant to agreements that generally provide for vesting on the day immediately preceding the first anniversary of the grant date. The awards accelerate and vest in full in connection with a change in control of Alpha or if the director ceases to serve as a member of our board as a result of a reason other than cause as of a date that is more than six months after the beginning but prior to the completion of the applicable Compensation Year. Unvested RSUs and cash amounts are forfeited upon a separation from service for cause. Annual awards for the 2023 Compensation Year were made on May 3, 2023 for the non-employee directors serving on that date. The awards were comprised of stock-settled RSUs based on the 20-Day VWAP of the Company’s common stock. The amount of the annual award was increased to $125,000 from $100,000 effective May 3, 2023. We reimburse non-employee directors for travel expenses incurred in connection with attending board, committee and stockholder meetings and for other business-related expenses in accordance with our reimbursement policies, as they may be amended from time to time. Director Stock Ownership Guidelines To align our non-employee directors’ and executive officers’ interests with those of our stockholders, the board adopted stock ownership guidelines applicable to Alpha’s non-employee directors and executive officers effective August 13, 2019 (the “Ownership Guidelines”). Generally, non-employee directors must accumulate and maintain equity ownership in Alpha within five years of becoming a director with a value of no less than five times their annual cash retainer (not including meeting fees or committee chair or member compensation). In determining if a non-employee director has satisfied the Ownership Guidelines, all stock and equity interests beneficially owned by the director, or to which the director is otherwise entitled, are taken into consideration, including, without limitation, any unvested equity grants. For purposes of the Ownership Guidelines, equity ownership is measured following the end of each fiscal year of the Company, based on the average daily stock price of our common stock during the December of that fiscal year. As of the end of 2023, all of our non-employee directors were either in compliance with the guidelines or were on track to meet the guidelines within the transition period. The nominating and corporate governance committee is responsible for the administration and interpretation of the Ownership Guidelines. For a description of the Ownership Guidelines applicable to executive officers, see “Executive Stock Ownership Guidelines”. No Hedging/Pledging Policies The Company has adopted an insider securities trading policy that prohibits directors, officers, employees, temporary employees, independent consultants and contractors of the Company from engaging in hedging transactions involving Company securities such as short selling, buying or selling publicly traded options (including puts and calls), zero-cost collar and forward sales contracts. The policy also prohibits the holding by these persons of Alpha securities in a margin account or pledging Alpha securities as collateral for a loan. 2023 Director Compensation Table The following table sets forth information concerning the compensation paid to our non-employee directors in respect of the fiscal year ended December 31, 2023.

  13. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Joanna Baker de Neufville | 123,333 | 128,392 | 251,725 | | Kenneth S. Courtis | 105,000 | 114,565 | 219,565 | | Albert E. Ferrara, Jr.(3) | 140,000 | 114,565 | 254,565 | | Elizabeth A. Fessenden(3) | 125,000 | 114,565 | 239,565 | | Michael Gorzynski(3) | 15,000 | 256,527 | 271,527 | | Michael J. Quillen(3) | 172,000 | 114,565 | 286,565 | | Daniel D. Smith | 125,000 | 114,565 | 239,565 | | Scott D. Vogel(3) | 25,000 | — | 25,000 |

  14. DIRECTOR COMPENSATION

    | (1) Reflects the annual cash retainer and additional cash retainers paid in connection with service as non-employee chair of the board, lead independent director or chair or a member of a committee of our board, in each case, for service during our fiscal year ended December 31, 2023. For Mr. Vogel, this amount reflects his final quarterly cash retainer payment made through the end of his 2022-2023 term. |

  15. DIRECTOR COMPENSATION

    | (2) The values in this column are based on the aggregate grant date fair values of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, (“ASC”) Topic 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”). The values set forth in this column relate to 812 RSUs granted on May 3, 2023 to each of our non-employee directors in connection with their annual equity awards for the 2023 Compensation Year (each with a grant date fair value of $141.09 per share), except for Mr. Vogel who did not stand for reelection at the 2023 annual meeting of stockholders. |

  16. DIRECTOR COMPENSATION

    For Mr. Gorzynski, this column also reflects 224 RSUs granted on February 2, 2023 (with a grant date fair value of $163.25 per share) in connection with his election to receive RSUs in lieu of his pro-rated annual cash retainer for the remainder of the 2022 Compensation Year and 747 RSUs granted on May 3, 2023 (with a grant date fair value of $141.09 per share) in connection with his election to receive RSUs in lieu of both his annual cash retainer and committee compensation for the 2023 Compensation Year. For Ms. Baker de Neufville, this column also reflects 98 RSUs granted on May 3, 2023 (with a grant date fair value of $141.09 per share) in connection with her election to receive RSUs in lieu of her committee compensation.

  17. DIRECTOR COMPENSATION

    | (3) Ms. Fessenden, Messrs. Ferrara, Gorzynski, Quillen and Vogel earned cash dividend equivalents in connection with previously vested RSUs that were in deferral at the time of several common stock dividend payments during 2023. The cash dividend equivalents earned were $1,064 (Fessenden), $37,479 (Ferrara), $336 (Gorzynski), $29,190 (Quillen) and $20,046 (Vogel). The vested RSUs in deferral were as follows: 709 (Fessenden), 19,480 (Ferrara), 224 (Gorzynski), 15,207 (Quillen) and 45,559 (Vogel). |

  18. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Variable compensation, both short- and long-term, comprises the majority of the compensation opportunities for our executive team. Long-term compensation opportunity is emphasized over short-term opportunity to encourage executive retention and to align our executives’ interests with long-term results and the interests of our stockholders. Variable compensation supports our pay for performance philosophy by providing payouts linked to level of achieved performance. |

  19. COMPENSATION DISCUSSION AND ANALYSIS

    | • | The Alpha Metallurgical Resources, Inc. Annual Incentive Bonus Plan (the “AIB Plan”,) measures both financial and operational performance results, with an emphasis on financial measures. All executives have identical performance goals, consistent with our belief in the importance of teamwork among our leadership team. The AIB Plan is further described below under “2023 Annual Bonuses”. |

  20. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Long-term incentives are a significant component of our executive compensation programs. The opportunity for executives to earn awards, over time, aligns our |

  21. COMPENSATION DISCUSSION AND ANALYSIS

    executive team with the interests of our stockholders. For 2023, the long-term incentive compensation design for NEOs consisted of time-based restricted stock units (“RSUs”) subject to a three-year ratable time-based vesting schedule and performance-based restricted stock units (“PSUs”) with three-year cliff-vesting based on the achievement of Company performance metrics over a three-year performance period.

  22. COMPENSATION DISCUSSION AND ANALYSIS

    | • | Our severance and change in control policies generally include a double trigger payout approach and do not employ tax gross-ups (in the case of a change in control or otherwise). |

  23. COMPENSATION DISCUSSION AND ANALYSIS

    Executive Compensation Process Compensation Committee’s Role in Determining Executive Compensation The compensation committee is responsible for ensuring that the Company’s executive compensation policies and programs reflect the short- and long-term interests of the Company’s stockholders and are competitive in the markets in which the Company competes for talent. The compensation committee reviews and approves the design of the compensation program, compensation levels and benefit programs for the NEOs. When appropriate, the compensation committee consults with other board committees, such as the safety, health and environmental committee, to determine appropriate performance targets that relate to the Company’s non-financial achievements. The compensation committee is committed to ensuring that our compensation and benefit programs are aligned with our values and business strategy by reviewing and analyzing the competitiveness of our executive compensation programs and our performance. Each key component of compensation (base salary, short- and long-term incentives) is reviewed for both internal equity and, when appropriate comparisons are available, for external competitiveness based on industry peers and published survey data. At the 2023 annual meeting of stockholders, our stockholders approved the 2022 compensation of our NEOs by approximately 96% of the votes cast. The compensation committee considered this result and, given the strong support for our executive compensation program, did not make any significant changes to our executive compensation program in 2023. The compensation committee also takes into account external market conditions, such as competition for executives for a particular position, and position-specific factors when approving the total compensation for each NEO. The position-specific factors influencing the compensation levels include largely qualitative factors such as experience, tenure, job performance, contributions to our financial results, scope of responsibilities and the complexity of the position. Role of Management and CEO in Determining Executive Compensation As part of our process for establishing executive compensation, our CEO and the human resources department provide information and recommendations to the compensation committee and its compensation consultant regarding compensation program design and appropriate performance metrics. Our CEO reviews the performance of our other NEOs with the compensation committee and makes recommendations to the committee regarding compensation levels and awards for our other NEOs. The compensation committee is responsible for determining the CEO’s compensation following a review of market data provided by our compensation consultant and the committee’s evaluation of the CEO’s performance. Our CEO does not participate in meetings of the compensation committee, or portions thereof, during which the committee discusses the CEO’s compensation. Role of Compensation Consultants In 2023 the compensation committee used the services of Meridian, a nationally recognized public company compensation advisor, to advise it on executive and director compensation matters. Meridian reported directly to the compensation committee and, with the consent of the compensation committee, coordinated and gathered from members of management and human resources personnel information with which to advise the compensation committee. The services performed by Meridian in 2023 are further described above under “Compensation Committee - Independent Compensation Consultants”. Ultimately, decisions about the amount and form of executive compensation are made by the compensation committee alone and may reflect factors and considerations other than the information and advice provided by our compensation consultants or management. Peer Group In 2023, the compensation committee, with input from Meridian and members of management, reviewed and reaffirmed our public company peer group to be used to assist us in making compensation decisions going forward. The committee considers the peer group data as one of various factors in setting pay levels, and in benchmarking target compensation near or above the peer group median in most cases. The companies selected for the peer group were derived from a group of public companies in the mining, metals and energy industries, considering market capitalization and revenues similar to ours. Our 2023 public company peer group approved by the compensation committee consisted of the following companies:

  24. COMPENSATION DISCUSSION AND ANALYSIS

    | Compensation Element | Description | Form | Objective | | Base salary | Fixed based on level of responsibility, experience, tenure and qualifications | Cash | Support talent attraction and retention | | Annual Incentive Bonus | Variable based on the achievement of annual financial, safety, environmental or other metrics | Cash | Link pay and performance | | | | | Drive the achievement of short-term business objectives | | Long-Term Incentive Awards | Variable based on the achievement of long-term goals and stockholder value creation | RSUs that vest ratably over a three-year period | Support talent attraction and retention | | | | PSUs that vest at the end of a three-year performance period subject to the satisfaction of relative total shareholder return, safety and production performance metrics | Link pay and performance | | | | | Drive the achievement of long-term business objectives and enhancement of stockholder value | | | | | Align NEO’s interests with those of our stockholders |

  25. Year-Over-Year Change in NEO Base Salaries

    | (3) The compensation committee increased Mr. Whitehead’s base salary from $650,000 to $700,000 effective January 16, 2023 as a result of a market benchmarking review in connection with his promotion from COO to President and COO. |

  26. Year-Over-Year Change in NEO Base Salaries

    2023 Annual Bonuses The AIB Plan provides annual cash incentives to our executive officers and other key employees to reward performance, as measured against fundamental company financial and operational goals. During 2023, all NEOs participated in the AIB Plan.

  27. Performance Metrics

    Performance Metrics In setting the 2023 AIB Plan target goals, the compensation committee sought to establish challenging but attainable goals, aligned with the company’s strategic objectives, that would motivate and reward the NEOs for strong performance without encouraging excessive risk taking. The committee designed the performance goals to ensure that performance significantly in excess of the target performance goals would be rewarded with above-target payout levels, up to the cap established by the compensation committee. The table below shows the 2023 performance metrics approved by the compensation committee, the respective weighting of each metric and the performance thresholds for the executives to earn a payout under the AIB Plan. These performance metrics are the same as the metrics used in the 2022 and 2021 AIB plans. The metrics were intended to align annual incentive compensation for 2023 with the goals and objectives set forth in the Company’s business plan, specifically a focus on safety, environmental compliance and financial performance, especially with respect to costs. If the threshold level of performance for any of our metrics is not achieved, then our executives would receive no payouts under that metric.

  28. Performance Metrics

    | | 2023 Metric Goals | | | | 2023 Performance | | | | Performance Metric | Weighting | Threshold Payout (50%) | Target Payout (100%) | Maximum Payout (200%) | Performance | Payout as % of Target | Aggregate Target Bonus % Earned | | AIB EBITDA(1) | 35% | $621.5M | $887.9M | $1,154.3M | $1,062.8M | 165.7% | 57.98% | | AIB Cost of Coal Sales per Ton Sold – Met(2) | 35% | $114.24 | $106.77 | $99.30 | $107.15 | 97.5% | 34.11% | | AIB Safety – NFDL(3) | 20% | 1.58 | 1.45 | 1.05 | 1.30 | 137.5% | 27.5% | | AIB Environmental Compliance(4) | 10% | 125 | 106 | 89 | 77 | 200% | 20% | | Total | 100% | | | | | | 139.59% |

  29. Performance Metrics

    | (1) AIB EBITDA was $1,062.8 million in 2023 under the formula adopted by the compensation committee and, as a result, the target performance goal was achieved, resulting in a payout between target and the maximum pursuant to the AIB EBITDA metric. AIB EBITDA was calculated as follows: 2023 Income from Continuing Operations plus Interest Expense, Income Tax Expense, Depreciation, Depletion and Amortization, and Amortization of Acquired Intangibles, less Interest Income and Income Tax Benefit (“EBITDA”), and excluding the following (i) AIB, Operations Incentive Bonus (“OIB”), and stock compensation expenses, (ii) Impairment of tangible and intangible assets and related charges, (iii) Gains or Losses associated with Asset Retirement Obligations (“ARO”), (iv) Costs, Revenues, Gains or Losses associated with board approved future and completed business combinations, capital market transactions, reorganizations and/or restructuring programs (including severance/separation costs), and (v) extraordinary, unusual, infrequent or non-recurring items not encompassed in the above exclusions, as determined by the board. |

  30. Performance Metrics

    | 2023 Adjusted EBITDA was $1,033.1 million as disclosed in our Annual Report. Exclusions under the AIB EBITDA formula adopted by the compensation committee totaled $29.7 million. This resulted in the final 2023 AIB EBITDA of $1,062.8 million. Refer to the Annual Report for reconciliation of net income (loss) to Adjusted EBITDA for the year ended December 31, 2023. |

  31. Performance Metrics

    | (2) AIB Cost of Coal Sales per Ton Sold – Met was $107.15 for metallurgical coal sales in 2023 under the formula adopted by the compensation committee and, as a result, the threshold target performance goal was achieved, resulting in a payout between threshold and target pursuant to the Cost of Coal Sales metric. AIB Cost of Coal Sales per Ton Sold – Met was calculated as follows: Weighted Average 2023 Cost of Coal Sales per Ton Sold, excluding the following (i) AIB, OIB, stock compensation and sales related expenses, |

  32. Performance Metrics

    (ii) Impairment of tangible and intangible assets and related charges, (iii) Gains or Losses associated with ARO or idled assets, (iv) Costs, Revenues, Gains or Losses associated with board approved future and completed business combinations, reorganizations and/or restructuring programs (including severance/separation costs), (v) Costs, Revenues, Gains or Losses associated with coal purchased from third parties, and (vi) extraordinary, unusual, infrequent or non-recurring items not encompassed in the above exclusions, as determined by the board.

  33. Performance Metrics

    | (3) AIB Safety - Non-Fatal Days Lost (“NFDL”) was 1.30 in 2023, the target performance goal was achieved, resulting in a payout between target and the maximum pursuant to the NFDL metric. NFDL is a standard established by the Mine Safety and Health Administration and is widely used by coal companies to judge their safety performance. |

  34. Performance Metrics

    | (4) AIB Environmental Compliance, which is measured by the total number of water quality exceedances, including selenium, was 77 in 2023 under the formula adopted by the compensation committee and, as result, the target performance goal was achieved, resulting in the maximum payout pursuant to this metric. |

  35. Targets and Payouts for 2023

    Targets and Payouts for 2023 In 2023, the compensation committee set each NEO’s 2023 target AIB Plan opportunity (expressed as a percentage of base salary) to be at or around the median of the peer group and industry peers. Our NEOs could have earned between 0% and 200% of their target AIB Plan opportunity, based on the level of achieved performance. Based on achieved performance against each performance metric (as described above), each NEO earned an AIB Plan payout in the amount equal to 139.59% of his target AIB Plan opportunity, as summarized in the table below.

  36. Targets and Payouts for 2023

    | Officer | 2023 Base Salary ($) | 2023 Annual Target Bonus Opportunity (as a % of base salary) | 2023 Target Bonus ($)(1) | 2023 Actual Performance as a % of Target Bonus | 2023 AIB Plan Bonus ($)(2) | | C. Andrew Eidson | 850,000 | 125% | 1,062,500 | 139.59% | 1,483,140 | | J. Todd Munsey | 500,000 | 100% | 500,000 | 139.59% | 697,948 | | Jason E. Whitehead | 700,000 | 100% | 700,000 | 139.59% | 977,128 | | David J. Stetson | 800,000 | 100% | 800,000 | 139.59% | 1,116,718 | | Roger L. Nicholson | 500,000 | 100% | 500,000 | 139.59% | 697,948 |

  37. Targets and Payouts for 2023

    | (1) The 2023 Target Bonus was paid on December 15, 2023. |

  38. Targets and Payouts for 2023

    | (2) The amount reflected in this column is the total of the Target Bonus paid on December 15, 2023 and the remaining 2023 AIB Bonus paid on March 8, 2024 based on the difference between the final calculated 2023 AIB Plan and the Target Bonus. |

  39. Targets and Payouts for 2023

    Long-Term Incentive Awards The Company adopted the Alpha Metallurgical Resources, Inc. 2018 Long-Term Incentive Plan, dated as of April 29, 2018 (as amended, restated and supplemented from time to time, the “LTIP”), pursuant to which awards of stock options, stock appreciation rights, restricted stock, RSUs, performance awards and other cash- and stock-based awards may be granted to our employees, consultants and non-employee directors. In 2023, the compensation committee set each NEO’s LTIP target award value to be at or around the median of the peer group, with the value split evenly between grants in the form of RSUs and PSUs:

  40. Targets and Payouts for 2023

    | Officer | LTIP Target Award Value ($) | Restricted Stock Units (# of shares) | Performance Share Units (# of shares) | | C. Andrew Eidson | 2,550,000 | 8,337 | 8,337 | | J. Todd Munsey | 920,000 | 3,008 | 3,008 | | Jason E. Whitehead | 1,575,000 | 5,149 | 5,149 |

  41. Targets and Payouts for 2023

    | Officer | LTIP Target Award Value ($) | Restricted Stock Units (# of shares) | Performance Share Units (# of shares) | | David J. Stetson | 1,600,000 | 5,231 | 5,231 | | Roger L. Nicholson | 1,000,000 | 3,270 | 3,270 |

  42. Targets and Payouts for 2023

    Described below are the key terms of the RSUs and PSUs granted to the NEOs in 2023:

  43. Targets and Payouts for 2023

    | • | Time-based Restricted Stock Units . Time-based stock-settled RSUs are scheduled to vest in equal installments on each of January 25, 2024, 2025 and 2026. An NEO must be continuously employed through each vesting date to be eligible to vest in the applicable portion of his RSU grant, subject to certain exceptions. On each vesting date, any RSUs that have vested are settled in a like number of shares of our common stock. |

  44. Targets and Payouts for 2023

    | • | Performance-based Stock-Settled Units . PSUs are subject to a three-year performance period ending December 31, 2025 and vest based on achieved performance against the following compensation committee approved metrics: |

  45. Targets and Payouts for 2023

    | ➣ | Total shareholder return relative to our performance comparator group (“rTSR”), weighted 40.0% |

  46. Targets and Payouts for 2023

    | ➣ | Safety related to the achievement of NFDL, weighted 30.0% |

  47. Targets and Payouts for 2023

    | ➣ | Production of underground feet per shift (“FPS”), weighted 22.5% |

  48. Targets and Payouts for 2023

    | ➣ | Production of surface yards per day (“YPD”), weighted 7.5% |

  49. Targets and Payouts for 2023

    Based on achieved performance, the number of PSUs earned may range from 0% to 200% of the target number of PSUs granted. If the threshold performance goals are not achieved with respect to a performance metric, then no PSUs would be earned with respect to such metric. The number of earned PSUs vest on January 25, 2026, subject to the employees’ continued employment through that date. Following January 25, 2026, the number of vested PSUs are paid in a like number of shares of our common stock. 2023 Compensation Decisions Employment Agreement with Mr. Eidson As disclosed in the “2022 Compensation Decisions” section of the proxy statement for the 2023 annual meeting of stockholders filed on March 31, 2023, on November 21, 2022, the Company announced that, in connection with his appointment as the Company’s chief executive officer, Mr. Eidson and the Company had entered into an employment agreement dated November 18, 2022 (the “Eidson Employment Agreement”). Under the terms of the Eidson Employment Agreement, Mr. Eidson will serve as the Company’s chief executive officer through November 18, 2024. After November 18, 2024, Mr. Eidson’s term of employment as the Company’s chief executive officer will automatically renew for successive twelve (12) month periods unless either party provides written notice at least 90 days prior to the end of the applicable term. Mr. Eidson’s annual base salary was initially set at $850,000, effective January 1, 2023, which may be increased from time to time at the sole discretion of the compensation committee. In 2023, and for each year thereafter during the term, Mr. Eidson will be eligible to receive an annual bonus to the extent earned based on performance against annual performance criteria established by the compensation committee under the AIB Plan. Mr. Eidson’s annual target and maximum bonus opportunities are 125% and 250% of his base salary, respectively, subject to applicable performance criteria. In 2024, Mr. Eidson will continue to participate in the 2018 LTIP at a target amount equal to 300% of annual base salary, in accordance with the terms of the 2018 LTIP. If Mr. Eidson is terminated by the Company without Cause or resigns for Good Reason (as such term is defined in the Eidson Employment Agreement), he will be entitled to receive the following severance benefits, subject to his execution of a release of claims:

  50. Targets and Payouts for 2023

    | • | an amount equal to (i) 2 times base salary plus (ii) 2 times target bonus for the year in which the termination becomes effective, payable in equal installments for 24 months following the date of termination; |

  51. Targets and Payouts for 2023

    | • | for any equity-based awards that are outstanding as of the date of termination, any unvested tranche of each award will service-vest on a pro rata basis based on the period of time that Mr. Eidson was employed during the applicable vesting period for that tranche, with any awards that are also subject to performance-vesting conditions remaining outstanding subject to the achievement of the applicable performance goals as provided under the terms of the applicable award agreement; |

  52. Targets and Payouts for 2023

    | • | earned and accrued but unpaid individual bonuses or individual incentive compensation for prior years; and |

  53. Targets and Payouts for 2023

    | • | reimbursement by the Company for Consolidated Omnibus Budget Reconciliation Act (COBRA) health and dental insurance premiums and life insurance premiums for him and his dependents until the earliest of Mr. Eidson obtaining the age of 65, the date he becomes eligible to participate in another employer’s group health plan and 18-months following the date of termination (the “Continuation Benefits”). |

  54. Targets and Payouts for 2023

    If Mr. Eidson is terminated by the Company without Cause or resigns for Good Reason during the period beginning 90 days prior to and ending twelve months following a Change in Control (as defined in the Eidson Employment Agreement), he will be entitled to receive the following enhanced severance benefits, subject to his execution of a release of claims:

  55. Targets and Payouts for 2023

    | • | an amount equal to (i) 2.5 times base salary plus (ii) 2.5 times the target annual bonus for the year in which the termination occurs, payable in equal installments for 30 months following the date of termination; |

  56. Targets and Payouts for 2023

    | • | service-vesting of all equity awards with any awards that are also subject to performance-vesting conditions remaining outstanding subject to the achievement of the applicable performance goals as provided under the terms of the applicable award agreement; |

  57. Targets and Payouts for 2023

    | • | payment of the pro rata share of his individual annual bonus or individual annual cash incentive compensation, based on target performance, for the year of termination; |

  58. Targets and Payouts for 2023

    | • | earned and accrued but unpaid individual bonuses or individual incentive compensation for prior years; and |

  59. Targets and Payouts for 2023

    | • | the Continuation Benefits. |

  60. Targets and Payouts for 2023

    If Mr. Eidson’s employment is terminated due to death or disability, he will be entitled to receive earned and accrued but unpaid individual bonuses or individual incentive compensation for prior years and the Continuation Benefits (other than life insurance premiums in the case of his death). Under the Eidson Employment Agreement, Mr. Eidson agrees that, following a termination of his employment for any reason, he will not, for a two-year period, undertake activities that compete with the business of the Company. The Eidson Employment Agreement also contains other customary terms and conditions. Transition Agreement with Mr. Stetson The Company previously announced on November 21, 2022 that, in connection with his transition to executive chair, Mr. Stetson and the Company had entered into an agreement dated November 18, 2022 (the “Transition Agreement”). Under the terms of the Transition Agreement, Mr. Stetson resigned as the Company’s chief executive officer as of the end of the day on December 31, 2022, at which time the amended and restated employment agreement between Mr. Stetson and the Company, dated January 26, 2021, terminated and was replaced by the Transition Agreement. Mr. Stetson became the Company’s executive chair on January 1, 2023 and served as executive chair until the end of the day on December 31, 2023, at which time his status as an employee of the Company terminated. On January 1, 2024, Mr. Stetson became non-executive chair and will serve in that capacity until April 30, 2024. The Board agreed to nominate Mr. Stetson for reelection to the Board at the Annual Meeting. Per the Transition Agreement, during Mr. Stetson’s tenure as executive chair, he remained a fulltime employee of the Company and had the duties, responsibilities and authorities customarily associated with his position, as approved by the board of directors. During his service as executive chair, Mr. Stetson was compensated, in addition to general employee benefits, as follows:

  61. Targets and Payouts for 2023

    | • | Annual base salary of $800,000, pro-rated for any partial year of service as executive chair; |

  62. Targets and Payouts for 2023

    | • | Participation in the AIB, with an annual target bonus opportunity of 100% of annual base salary, and a maximum bonus opportunity of 200% of annual base salary; |

  63. Targets and Payouts for 2023

    | • | Participation in the 2018 LTIP, with an annual target award amount of 200% of annual base salary, consisting of performance share units and restricted share units; and |

  64. Targets and Payouts for 2023

    | • | A one-time equity award of 30,000 RSUs, granted on November 18, 2022, with 10,000 units to vest on January 1, 2023, 10,000 units to vest on June 30, 2023 and 10,000 units to vest on December 31, 2023, provided, however, that upon Mr. Stetson’s involuntary departure from the board, all unvested units shall immediately vest. |

  65. Targets and Payouts for 2023

    On November 8, 2023, the compensation committee modified Mr. Stetson’s outstanding stock awards to allow for pro-rated vesting upon his separation date of December 31, 2023 as non-executive chair and calculated using a date of December 31, 2024 instead of his separation date. His outstanding performance-based stock awards were pro-rated and calculated at target. Deferred Compensation Our NEOs are eligible to participate in the Alpha Metallurgical Resources, Inc. and Subsidiaries Deferred Compensation Plan (the “Deferred Compensation Plan”) which permits certain of our highly compensated employees to receive supplemental retirement benefits in excess of the tax-qualified plan limits under the Internal Revenue Code. The Deferred Compensation Plan is designed to further the interests of our stockholders by helping us attract and retain key talent by providing them with these additional retirement benefits. Under the Deferred Compensation Plan, we maintain a supplemental retirement account for each participant to which we credit annual contributions equal to the sum of (i) the participant’s compensation that is in excess of the federal tax-qualified plan limit under Section 401(a)(17) of the Internal Revenue Code multiplied by the aggregate matching company contribution percentage for our tax-qualified retirement plans in effect for the applicable year (4% for 2023 eligible compensation), plus, in the discretion of our compensation committee (ii) a discretionary contribution in an amount equal to a percentage of the participant’s eligible compensation under our tax-qualified plans (none in 2023). Upon a participant’s termination of employment without Cause or by the participant for Good Reason, involuntary termination in connection with a Change in Control (as determined by the Company in its discretion prior to the Change in Control) or due to death or Disability (as each such term is defined in the employment agreement between the participant and the Company, or if there is no such agreement, then the meanings ascribed to them in the Deferred Compensation Plan), the participant will receive a pro-rated credit as of December 31st of the year for which the contribution was made. All contributions made to participant accounts are fully vested when credited. CEO Employment Agreements and Executive Offer Letters Our chief executive officer has historically entered into an employment agreement with the Company, which is intended to retain and competitively compensate the executive for his position with the Company and provide severance benefits on specified terminations of employment. The terms of the employment agreement entered into with Mr. Eidson, including the severance amounts payable to Mr. Eidson under the terms of his employment agreement in connection with a qualifying termination of employment are described under “Potential Payments on Termination and Change in Control—Chief Executive Officer”. No other NEOs have individual employment agreements with the Company (although Mr. Stetson is party to a Transition Agreement with the Company, as described above), but each of our executive officers (other than our CEO and Mr. Stetson) executed an offer letter with the Company upon the executive’s commencement of employment. The offer letters set forth the general terms of the executive’s compensation, including annual base salary, target annual bonus opportunity under the AIB (as a percentage of base salary), target annual equity award value (as a percentage of base salary) and severance multiple under our Executive Key Employee Separation Policy (”KESP”). Non-CEO Severance and Change in Control Arrangements Our NEOs other than Mr. Eidson and Mr. Stetson are participants in our KESP, which provides participants with severance benefits following a qualifying termination of employment and enhanced benefits in connection with a change in control. The terms and estimated amounts of these benefits are described below under “Potential Payments on Termination and Change in Control—Key Employee Separation Plan”. The compensation committee believes these Change in Control and termination provisions are necessary to ensure that the actions and recommendations of senior management and other employees with respect to Change in Control transactions are in our and our stockholders’ best interests, and to reduce the distraction regarding the impact of such a transaction on the employment status of an NEO. These programs were reviewed by our compensation committee, with the assistance of Meridian, and subsequently by our board, who concluded that the terms of these programs are in line with market practices. The CEO’s employment agreement and the KESP do not provide for payment to cover “golden parachute” excise taxes imposed under Section 4999 of the Internal Revenue Code. Rather, payments due in connection with a change of control to participants will be reduced to the extent necessary to avoid the excise tax, unless it is determined that the net after-tax benefits to a participant would be greater if the reductions were not imposed (i.e., “best net” treatment). Retirement and Other Benefits Our NEOs are eligible to participate in our employee benefit plans provided to other employees, including health and welfare benefits and our 401(k) plan. Tax and Accounting Considerations We recognize a charge to earnings for accounting purposes for equity awards over their vesting period. We do not require executive compensation to be tax-deductible for our Company, but instead balance the cost and benefits of tax-deductibility to comply with our executive compensation goals. For example, Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to a publicly held corporation for compensation in excess of $1 million paid in any taxable year to its chief executive officer, chief financial officer and certain other executive officers. The compensation committee considers tax deductibility in making compensation decisions, but it is fully authorized, in the exercise of its business judgment and in accordance with its compensation philosophy, to approve compensation that is not tax-deductible when it believes that such payments are in our stockholders’ best interests. Risk Assessment of Compensation Programs Our compensation committee, after considering the input of its independent compensation consultant, conducted an assessment of the risks associated with our compensation policies and programs and determined that our compensation policies and programs do not create risks that are reasonably likely to have a material adverse effect on us.

  66. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following summary compensation table sets forth information concerning the compensation of our NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

  67. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)(4) | All Other Compen- sation ($)(5) | Total | | C. Andrew Eidson Chief Executive Officer | 2023 | 840,385 | 70,032 | 3,172,948 | — | 1,852,461 | 80,115 | 37,420 | 6,053,361 | | | 2022 | 600,000 | 320,032 | 1,425,156 | — | 780,000 | 48,502 | 27,902 | 3,201,592 | | | 2021 | 579,808 | 250,000 | 1,287,118 | — | 917,544 | 34,192 | 9,889 | 3,078,551 | | J. Todd Munsey EVP and Chief Financial Officer | 2023 | 461,923 | 162,544 | 1,144,777 | — | 775,506 | 40,377 | 15,365 | 2,600,492 | | | 2022 | 366,635 | 335,707 | 57,882 | — | 552,500 | 24,802 | 17,287 | 1,354,813 | | Jason E. Whitehead President and Chief Operating Officer | 2023 | 696,154 | 66,530 | 1,959,665 | — | 1,327,983 | 60,482 | 39,193 | 4,150,007 | | | 2022 | 650,000 | 316,530 | 1,543,897 | — | 845,000 | 53,560 | 34,588 | 3,443,575 | | | 2021 | 628,125 | 250,000 | 1,394,371 | — | 994,006 | 37,175 | 10,408 | 3,314,085 | | David J. Stetson Executive Chairman | 2023 | 807,692 | — | 1,789,734 | — | 1,116,718 | 76,108 | 69,305 | 3,859,557 | | | 2022 | 1,000,000 | 250,000 | 8,049,839 | — | 1,625,000 | 104,262 | 92,807 | 11,121,908 | | | 2021 | 966,346 | 500,000 | — | — | 1,911,550 | 78,054 | 93,835 | 3,549,785 | | Roger L. Nicholson EVP, Chief Administrative Officer, General Counsel and Secretary | 2023 | 500,000 | 63,028 | 1,244,510 | — | 1,030,337 | 42,836 | 29,544 | 2,910,255 | | | 2022 | 500,000 | 313,028 | 1,055,731 | — | 650,000 | 38,385 | 36,534 | 2,593,678 | | | 2021 | 483,173 | 200,000 | 953,410 | — | 764,620 | 26,227 | 21,626 | 2,449,056 |

  68. 2023 SUMMARY COMPENSATION TABLE

    | (1) For 2023, excluding Mr. Stetson, the values set forth in this column reflect time-vested cash-based awards that vested in 2023, which were from the third and final vesting tranche of the February 18, 2020 cash-based awards to Messrs. Eidson ($70,032), Munsey ($14,707), Whitehead ($66,530) and Nicholson ($63,028), the second vesting tranche of the January 29, 2021 time-vested cash-based award to Mr. Munsey ($70,000) that vested in 2023, and the first vesting tranche of the January 25, 2022 time-vested cash-based award to Mr. Munsey ($77,837) that vested in 2023. |

  69. 2023 SUMMARY COMPENSATION TABLE

    | For 2022, the values set forth in this column reflect a discretionary bonus amount of $250,000 paid to each NEO on February 24, 2023, and a $1,000 discretionary bonus paid to Mr. Munsey before he became an NEO. Excluding Mr. Stetson, these amounts also reflect time-vested cash-based awards that vested in 2022, which were from the second vesting tranche of the February 18, 2020 cash-based awards to Messrs. Eidson ($70,032), Munsey ($14,707), Whitehead ($66,530) and Nicholson ($63,028), and the first vesting tranche of the January 29, 2021 time-vested cash-based award to Mr. Munsey ($70,000) that vested in 2022. |

  70. 2023 SUMMARY COMPENSATION TABLE

    | For 2021, the values set forth in this column reflect a discretionary bonus amount paid to each NEO on December 17, 2021. The amounts of the discretionary bonuses were $250,000 each to Messrs. Eidson and Whitehead, $500,000 to Mr. Stetson and $200,000 to Mr. Nicholson. |

  71. 2023 SUMMARY COMPENSATION TABLE

    | (2) The values set forth in this column reflect the aggregate grant date fair value of awards (which for PSUs is based on target and excludes the effect of estimated forfeitures) computed in accordance with FASB ASC Topic 718. These amounts, which do not correspond to the actual value that may be realized by our NEOs, were calculated using the valuation assumptions discussed in the “Share-Based Compensation” footnote to the financial statements in our 2023 Annual Report. |

  72. 2023 SUMMARY COMPENSATION TABLE

    | For 2023, the values set forth in this column reflect grants on January 25, 2023 of (i) PSUs to our NEOs with a grant date fair value of $171.07 per share for the safety and production components and a grant date fair value of $267.18 per share for the rTSR performance component and (ii) RSUs granted to our NEOs with a grant date fair value of $171.07 per share. Mr. Stetson’s grant date fair value was $171.07 for both RSUs and all PSUs since his transition agreement allows for pro-rata vesting at target as of his December 31, 2023 termination. Assuming maximum achievement of performance conditions, the value of the PSUs for Messrs. Eidson, Munsey, Whitehead, Stetson and Nicholson at the grant date was $3,493,475, $1,260,398, $2,157,652, $1,789,734 and $1,370,222, respectively. |

  73. 2023 SUMMARY COMPENSATION TABLE

    | For 2022, the values set forth in this column reflect grants on January 25, 2022 of (i) PSUs to our NEOs excluding Mr. Munsey with a grant date fair value of $60.37 per share for the safety and production components and a grant date fair value of $97.33 per share for the rTSR performance component, (ii) RSUs |

  74. 2023 SUMMARY COMPENSATION TABLE

    granted to our NEOs excluding Mr. Munsey with a grant date fair value of $60.37 per share and (iii) the rTSR component of the performance-based cash award granted to Mr. Munsey with a grant date fair value of $0.6197 (the safety and production components of the award will be reported in the Non-Equity Incentive Plan Compensation column if and when they are earned at the end of the performance period). Assuming maximum achievement of performance conditions, the value of the PSUs for Messrs. Eidson, Whitehead, Stetson and Nicholson at the grant date was $3,512,503, $1,580,609, $1,712,324 and $1,170,899, respectively.

  75. 2023 SUMMARY COMPENSATION TABLE

    | For 2021, the values set forth in this column reflect grants on January 29, 2021 of (i) PSUs to our NEOs other than the CEO with a grant date fair value of $12.00 per share for the safety and production components and a grant date fair value of $16.18 per share for the rTSR performance component, and (ii) RSUs granted to our NEOs other than the CEO with a grant date fair value of $12.00 per share. Assuming maximum achievement of performance conditions, the value of the PSUs for Messrs. Eidson, Whitehead and Nicholson at the grant date was $1,370,948, $1,485,181 and $1,015,508 respectively. In order for such awards to be made, Mr. Stetson volunteered to forgo his 2021 grant entirely and to surrender for cancellation the PSUs granted to him in 2020. |

  76. 2023 SUMMARY COMPENSATION TABLE

    | (3) The values set forth in this column represent annual bonuses earned under our AIB in respect of 2023 performance based on achievement of the performance metrics described under “2023 Annual Bonuses”, the safety component payout of the February 18, 2020 cash-based performance awards to Messrs. Eidson ($294,384), Munsey ($61,821), Whitehead ($279,665) and Nicholson ($264,946) that vested in 2023, the production component payout of the February 18, 2020 cash-based performance awards to Messrs. Eidson ($74,937), Munsey ($15,737), Whitehead ($71,190) and Nicholson ($67,443) that vested in 2023. |

  77. 2023 SUMMARY COMPENSATION TABLE

    | (4) The values set forth in this column represent deferred compensation earnings during the year under the Deferred Compensation Plan. For 2021, 2022 and 2023, there were no above-market or preferential earnings on non-qualified deferred compensation. |

  78. 2023 SUMMARY COMPENSATION TABLE

    | (5) The values set forth in this column include for 2023 (i) 401(k) employer matching contributions for each NEO ($13,200), (ii) imputed income on group term life insurance for Messrs. Eidson ($6,030), Munsey ($2,165), Whitehead ($4,922), Stetson ($48,006) and Nicholson ($15,444), (iii) imputed income related to the use of a Company vehicle for each Messrs. Eidson ($10,594), Whitehead ($14,113) and Stetson ($2,613) and (iv) mobile phone allowances paid to Messrs. Whitehead ($900) and Nicholson ($900). This column also includes amounts reflecting the use of Company aircraft for non-business travel during 2023 for Messrs. Eidson ($7,596), Whitehead ($6,058) and Stetson ($5,487), which are the actual costs to the Company. Non-business use of Company aircraft allows for more efficient use of the CEO’s or NEO’s time. Non-business use of corporate aircraft results in imputed income to the executive according to Internal Revenue Code and U.S. Department of Transportation requirements. |

  79. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table sets forth information concerning grants of plan-based awards made to our NEOs during the fiscal year ended December 31, 2023.

  80. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Minimum ($) | Target ($) | Maximum ($) | Minimum (#) | Target (#) | Maximum (#) | | | | C. Andrew Eidson | — | 531,250 | 1,062,500 | 2,125,000 | — | — | — | — | — | | | 1/25/2023 | — | — | — | 2,501 | 5,002 | 10,004 | — | 855,692 | | | 1/25/2023 | — | — | — | 1,668 | 3,335 | 6,670 | — | 891,045 | | | 1/25/2023 | — | — | — | — | — | — | 8,337 | 1,426,211 | | J. Todd Munsey | — | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | | 1/25/2023 | — | — | — | 903 | 1,805 | 3,610 | — | 308,781 | | | 1/25/2023 | — | — | — | 602 | 1,203 | 2,406 | — | 321,418 | | | 1/25/2023 | — | — | — | — | — | — | 3,008 | 514,579 | | Jason E. Whitehead | — | 350,000 | 700,000 | 1,400,000 | — | — | — | — | — | | | 1/25/2023 | — | — | — | 1,545 | 3,089 | 6,178 | — | 528,435 | | | 1/25/2023 | — | — | — | 1,030 | 2,060 | 4,120 | — | 550,391 | | | 1/25/2023 | — | — | — | — | — | — | 5,149 | 880,839 | | David J. Stetson | — | 400,000 | 800,000 | 1,600,000 | — | — | — | — | — | | | 1/25/2023 | — | — | — | 1,569 | 3,138 | 6,276 | — | 536,818 | | | 1/25/2023 | — | — | — | 1,047 | 2,093 | 4,186 | — | 358,050 | | | 1/25/2023 | — | — | — | — | — | — | 5,231 | 894,867 | | Roger L. Nicholson | — | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | | 1/25/2023 | — | — | — | 981 | 1,962 | 3,924 | — | 335,639 | | | 1/25/2023 | — | — | — | 654 | 1,308 | 2,616 | — | 349,471 | | | 1/25/2023 | — | — | — | — | — | — | 3,270 | 559,399 |

  81. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) The amounts in the first row of this column reflect the range of the annual bonuses under the AIB that our NEOs were potentially eligible to earn in respect of performance in 2023 as described under “2023 Annual Bonuses.” |

  82. 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) This column reflects the number of shares of common stock subject to PSUs granted on January 25, 2023 under the 2018 LTIP to each of our NEOs. The first row reflects the portion of the award subject to safety and production metrics and the second row reflects the portion of the award subject to rTSR. In each case, the minimum future payout is 50% and the maximum is 200% with interpolation in between. The payout of the portion subject to rTSR is capped at 100% for negative TSR regardless of the peer group median TSR. The actual amount of this award that will be payable, subject to continued employment with the company, but will not be determinable until the close of the three-year vesting performance period ending on December 31, 2025. |

  83. 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) This column reflects the number of shares of common stock underlying RSUs granted on January 25, 2023 under the 2018 LTIP that are scheduled to vest, subject to continued employment, in equal installments on each of January 25, 2024, 2025 and 2026. |

  84. 2023 GRANTS OF PLAN-BASED AWARDS

    | (4) The grant date fair value calculations are computed in accordance with FASB ASC Topic 718, based upon the valuation assumptions discussed in the “Share-Based Compensation” footnote to the financial statements in our 2023 Annual Report. |

  85. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2023.

  86. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | | | Option Awards | | | | Stock Awards | | | | | Officer | Grant Date | Numbers of Securities Underlying Unexercised Options Exercisable (#) | Numbers of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Number of Unearned Performance Share Units That Have Not Vested(3) (#) | Market or Payout Value of Unearned Performance Share Units That Have Not Vested(4) ($) | | C. Andrew Eidson | 1/29/2021 | — | — | — | — | 16,712 | 5,799,816 | — | — | | | 1/29/2021 | — | — | — | — | — | — | 74,595 | 25,887,812 | | | 1/25/2022 | — | — | — | — | 7,010 | 2,432,785 | — | — | | | 1/25/2022 | — | — | — | — | — | — | 10,516 | 3,649,525 | | | 1/25/2023 | — | — | — | — | 8,337 | 2,841,750 | — | — | | | 1/25/2023 | — | — | — | — | — | — | 8,337 | 2,841,750 | | J. Todd Munsey | 1/29/2021 | — | — | — | — | — | — | — | 168,000 | | | 1/25/2022 | — | — | — | — | — | — | — | 93,404 | | | 1/25/2023 | — | — | — | — | 3,008 | 1,025,307 | — | — | | | 1/25/2023 | — | — | — | — | — | — | 3,008 | 1,025,307 | | Jason E. Whitehead | 1/29/2021 | — | — | — | — | 18,105 | 6,283,250 | — | — | | | 1/29/2021 | — | — | — | — | — | — | 80,812 | 28,045,383 | | | 1/25/2022 | — | — | — | — | 7,594 | 2,635,460 | — | — | | | 1/25/2022 | — | — | — | — | — | — | 11,392 | 3,953,537 | | | 1/25/2023 | — | — | — | — | 5,149 | 1,755,088 | — | — | | | 1/25/2023 | — | — | — | — | — | — | 5,149 | 1,755,088 | | Roger L. Nicholson | 1/29/2021 | — | — | — | — | 12,379 | 4,296,070 | — | — | | | 1/29/2021 | — | — | — | — | — | — | 55,256 | 19,176,302 | | | 1/25/2022 | — | — | — | — | 5,193 | 1,802,205 | — | — | | | 1/25/2022 | — | — | — | — | — | — | 7,790 | 2,703,481 | | | 1/25/2023 | — | — | — | — | 3,270 | 1,114,612 | — | — | | | 1/25/2023 | — | — | — | — | — | — | 3,270 | 1,114,612 |

  87. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (1) The remaining vesting tranches of RSUs granted to each of the NEOs on January 29, 2021 vested on January 29, 2024. |

  88. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (2) The market value calculations reported in this column are computed by multiplying $338.92, the closing market price per share of our common stock on December 31, 2023, by the number of shares or units underlying the award and includes accrued cash dividend equivalents. |

  89. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (3) For NEOs other than Mr. Munsey, the January 29, 2021 awards in this column are reflected at actual performance for the 2021-2023 performance period, although these awards are still subject to the vesting period. The actual performance for the 2021-2023 performance period was 148.78% of target. These awards will be paid on or immediately after the vesting date of January 29, 2024. Mr. Stetson did not have any outstanding PSU awards as they were prorated and accelerated at target as of December 31, 2023. |

  90. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | (4) The market value calculations reported in this column are computed by multiplying $338.92, the closing market price per share of our common stock on December 31, 2023, by the number of units underlying the award and includes accrued cash dividend equivalents. See “Long-Term Incentive Awards” for a description of how payouts for PSUs are determined. If earned, the awards will be paid at vesting after the end of the 2021-2023, 2022-2024 and 2023-2025 performance periods in unrestricted shares of common stock. For NEOs other than Mr. Munsey, the values of the January 29, 2021 awards in this column are reflected at actual performance for the 2021-2023 performance period, which was 148.78% of target. These awards will be paid on or immediately after the vesting date of January 29, 2024. |

  91. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | For Mr. Munsey, this column reflects the rTSR component of the performance-based cash awards granted on January 29, 2021 for the 2021-2023 performance period and adjusted for 200% performance, which will be paid after the January 29, 2024 vest date. Mr. Munsey’s rTSR component of the performance-based cash awards granted on January 25, 2022 for the 2022-2024 performance period is reflected assuming target achievement of performance goals. Any payments under the 2021 and 2022 performance-based cash awards will be made on or after the vesting dates based on actual performance through 2023 and 2024 respectively. |

  92. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table details information about options exercised (if any) by our NEOs and the vesting of stock awards held by our NEOs during the fiscal year ended December 31, 2023.

  93. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Option Awards | | Stock Awards(1) | | | Name | Numbers of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | C. Andrew Eidson | — | — | 27,460 | 5,409,474 | | J. Todd Munsey | — | — | 1,521 | 404,493 | | Jason E. Whitehead | — | — | 28,783 | 5,603,508 | | David J. Stetson | — | — | 84,018 | 24,070,281 | | Roger L. Nicholson | — | — | 21,494 | 4,313,736 |

  94. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (1) This column reflects the value of the stock awards realized upon vesting and is based on the closing price per share of our common stock on the day prior to the vesting date including cash dividend equivalents. The Value Realized on Vesting column includes the rTSR components of the performance-based cash awards granted on February 18, 2020 to each of the NEOs excluding Mr. Stetson for the 2020-2022 performance period. The underlying cash awards were adjusted for 200% performance and paid out on February 18, 2023 with no issuance of shares. The amounts for Messrs. Eidson, Munsey, Whitehead and Nicholson were $650,000, $136,500, $617,500 and $585,000 respectively. |

  95. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table provides information on the nonqualified deferred compensation of our NEOs in and as of the end of 2023. The material terms of the Deferred Compensation Plan are described above under “Deferred Compensation.”

  96. NONQUALIFIED DEFERRED COMPENSATION

    | 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 FYE ($)(3) | | C. Andrew Eidson | — | 80,115 | 11,565 | — | 324,874 | | J. Todd Munsey | — | 40,377 | 4,137 | — | 127,028 | | Jason E. Whitehead | — | 60,482 | 4,259 | — | 148,246 | | David J. Stetson | — | 76,108 | 8,593 | — | 260,728 | | Roger L. Nicholson | — | 42,836 | 3,033 | — | 105,352 |

  97. NONQUALIFIED DEFERRED COMPENSATION

    | (1) Amounts listed are reflected in the Summary Compensation Table under “Change in Pension Value and Non-qualified Deferred Compensation Earnings”. The amount of credited contributions made to each NEO’s account is gross before applicable payroll taxes and was based on the excess of the NEO’s “eligible compensation” (as defined under Section 401(k) of the Internal Revenue Code) over the annual IRS compensation limit multiplied by the aggregate Company matching contribution percentage for all of the Company’s tax-qualified retirement plans in effect for 2023. The aggregate Company matching contribution percentage for 2023 was 4%. These contributions were made on January 25, 2024 regarding the 2023 Plan year and 2023 eligible compensation. |

  98. NONQUALIFIED DEFERRED COMPENSATION

    | (2) Amounts reflect interest credited to NEOs’ accounts during 2023. These amounts are not reflected in the Summary Compensation Table because there were no preferential or above-market earnings. |

  99. NONQUALIFIED DEFERRED COMPENSATION

    | (3) Balances reported in this column are after applicable payroll taxes and were reported as compensation to the NEOs in the Summary Compensation Table in this and applicable previous years. |

  100. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL Each of our NEOs may be eligible to receive benefits under the circumstances described below if the officer experiences a qualifying termination of employment or we undergo a change in control. Chief Executive Officer Under the Eidson Employment Agreement, if Mr. Eidson is terminated without Cause or resigns for Good Reason (each as defined in the Eidson Employment Agreement), he will be entitled to receive the following severance benefits, subject to his execution of a release of claims:

  101. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | • | an amount equal to (i) 2 times base salary plus (ii) 2 times target bonus for the year in which the termination becomes effective, payable in equal installments for 24 months following the date of termination; |

  102. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | • | for any equity-based awards that are outstanding as of the date of termination, any unvested tranche of each award will service-vest on a pro rata basis based on the period of time that Mr. Eidson was employed during the applicable vesting period for that tranche, with any awards that are also subject to performance-vesting conditions remaining outstanding subject to the achievement of the applicable performance goals as provided under the terms of the applicable award agreement; |

  103. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | • | earned and accrued but unpaid individual bonuses or individual incentive compensation for prior years; and |

  104. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | • | reimbursement by COBRA health and dental insurance premiums and life insurance premiums for him and his dependents until the earliest of Mr. Eidson obtaining the age of 65, the date he becomes eligible to participate in another employer’s group health plan and 18-months following the date of termination (the “Continuation Benefits”). |

  105. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    If Mr. Eidson is terminated without cause or resigns for good reason during the period beginning 90 days prior to and ending twelve months following a Change in Control (as defined in the Eidson Employment Agreement), he will be entitled to receive the following enhanced severance benefits, subject to his execution of a release of claims:

  106. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | • | an amount equal to (i) 2.5 times base salary plus (ii) 2.5 times the target annual bonus for the year in which the termination occurs, payable in equal installments for 30 months following the date of termination; |

  107. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | • | service-vesting of all equity awards with any awards that are also subject to performance-vesting conditions remaining outstanding subject to the achievement of the applicable performance goals as provided under the terms of the applicable award agreement; |

  108. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | • | payment of the pro rata share of his individual annual bonus or individual annual cash incentive compensation, based on target performance, for the year of termination; |

  109. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | • | earned and accrued but unpaid individual bonuses or individual incentive compensation for prior years; and |

  110. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | • | the Continuation Benefits. |

  111. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    If Mr. Eidson’s employment is terminated due to death or disability, he will be entitled to receive earned and accrued but unpaid individual bonuses or individual incentive compensation for prior years and the Continuation Benefits (other than life insurance premiums in the case of his death). Under the Agreement, Mr. Eidson agrees that, following a termination of his employment for any reason, he will not, for a two-year period, undertake activities that compete with the business of the company. Key Employee Separation Plan Our currently employed NEOs other than Mr. Eidson are eligible to receive severance benefits under the Executive KESP (the “KESP”), which was amended and restated as of August 19, 2020. The KESP provides that if a participant’s employment is terminated by the Company for any reason other than Cause, death or Disability (all as defined in the KESP) at any time prior to the 90-day period immediately preceding a Change in Control (as defined in the KESP), the participant will be entitled to receive (i) a lump sum cash payment equal to the sum of base salary and target bonus for the year of termination, multiplied by a specified factor of, for our NEOs, 1.5x under the terms of the KESP (the “Severance Multiple”), (ii) pro-rated accelerated vesting of all outstanding equity and cash incentive awards (with stock options remaining exercisable for a period of up to one-year following the date of termination, and pro-rated vesting and settlement of performance-based awards at target levels on the date of termination), (iii) a lump sum annual cash incentive bonus for the year of termination based on target levels, pro-rated through the termination date, (iv) a lump sum cash payment of $15,000 for outplacement services and (v) the payment by the Company for COBRA health and dental insurance premiums and life insurance premiums for the executive and the executive’s dependents until the earliest of the executive obtaining the age of 65, the date he becomes eligible to participate in another employer’s group health plan and 18 months following the date of termination (the “Severance Benefits”). If a participant’s employment is terminated by the Company for any reason other than cause, death or disability, or if the participant resigns for good reason, during the period beginning three months prior to and ending one year following a change in control of the Company, the participant will be entitled to receive the Severance Benefits, except the Severance Multiple for NEOs will be 2x, as provided by the terms of the KESP. Participants are required to execute a general release, non-disparagement and non-competition agreement as a condition to receiving the Severance Benefits, which includes restrictive covenants regarding confidentiality (perpetual), non-competition (for one year post-termination), employee and customer non-solicitation (for one year post-termination) and non-disparagement (perpetual). The table below sets forth information concerning the change in control and severance payments to be made to each of our NEOs in connection with a change in control or termination of employment, presuming a termination date of December 31, 2023. Additional descriptions of the terms of our agreements, plans and arrangements with our NEOs are set forth above in “Compensation Discussion and Analysis”. In addition to the severance amounts set forth in the table below, in the event of a change in control KESP participants are entitled to receive a lump sum cash bonus based on target levels and pro-rated for the portion of the year that the participant was employed through the change in control date. The payments and benefits detailed in the table below are in addition to any payments and benefits under our plans or arrangements which are offered or provided generally to all salaried employees on a non-discriminatory basis and any accumulated vested benefits for each NEO, and any stock options vested as of December 31, 2023 (which are set forth in the Outstanding Equity Awards at Fiscal Year-End Table).

  112. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | | Qualifying Termination not in Connection with a Change in Control ($) | | | | | Qualifying Termination in Connection with a Change in Control ($) | | | | | | Name | Cash Severance ($) | Value of Equity & Cash Award Acceleration(1) ($) | Pro-Rata Bonus ($) | Outplace ment Services ($) | COBRA Benefits and Life Insurance Benefits ($) | Cash Severance ($) | Value of Equity & Cash Award Acceleration(1) ($) | Pro- Rata Bonus ($) | Outplace ment Services ($) | COBRA Benefits and Life Insurance Benefits ($) | | C. Andrew Eidson | 3,825,000 | 28,773,630 | 1,062,500 | — | 53,123 | 4,781,250 | 34,247,527 | 1,062,500 | — | 53,123 | | J. Todd Munsey | 1,500,000 | 1,446,363 | 500,000 | 15,000 | 49,847 | 2,000,000 | 1,446,363 | 500,000 | 15,000 | 49,847 | | Jason E. Whitehead | 2,100,000 | 30,012,383 | 700,000 | 15,000 | 51,719 | 2,800,000 | 30,012,383 | 700,000 | 15,000 | 51,719 | | Roger L. Nicholson | 1,500,000 | 20,445,688 | 500,000 | 15,000 | 21,380 | 2,000,000 | 20,445,688 | 500,000 | 15,000 | 21,380 |

  113. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    Equity Compensation Plan Information The following table summarizes information about our equity compensation plans as of March 8, 2024, each of which has been approved by stockholders.

  114. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | 150,885(1) | 0(3) | 930,902(2) | | Equity compensation plans not approved by security holders | 0 | 0 | 0 | | Total | 150,885 | $0 | 930,902 |

  115. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | (1) Includes shares granted under the MIP, under which awards of time-based RSUs have been granted, and the 2018 LTIP, under which RSUs and PSUs have been awarded. |

  116. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | (2) The number of shares available for issuance includes 108,210 Shares under the MIP and 822,692 Shares under the 2018 LTIP. |

  117. POTENTIAL PAYMENTS ON TERMINATION AND CHANGE IN CONTROL

    | (3) There are no outstanding options, warrants or rights. |

  118. PAY RATIO

    PAY RATIO As required by the SEC under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the following information is provided regarding the ratio of the annual total compensation of our chief executive officer in 2023, Mr. Eidson, in comparison to the annual total compensation of our median employee. For 2023, the annual total compensation of our median employee was $110,263 and the annual total compensation of our CEO was $6,053,361. Therefore, the ratio of these two amounts was 54.9 to 1. We identified our median employee by using total cash compensation for U.S. individuals who were employed by the Company and its affiliates on December 31, 2023, which included 4,154 employees excluding Mr. Eidson and three international employees. Total cash compensation is a consistently applied compensation measure across all of our employees and consists of (1) base salary for salaried employees and annualized base wages for hourly employees plus (2) annual cash incentive target for our salaried and hourly employees. Upon identifying our median employee, we then determined the actual annual total compensation for the median employee in the same manner as the Total Compensation column shown for Mr. Eidson in the Summary Compensation Table. A variety of pay elements were included to determine the total annual compensation for the median employee such as regular wages, bonuses, vacation and holiday pay, overtime, taxable awards and employer contributions to qualified retirement plans. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with the SEC pay ratio disclosure requirements based on our employment records and payroll data. The disclosure requirements for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies and to make reasonable assumptions that reflect their employee populations and consistently applied compensation measures. Therefore, as employee populations and compensation practices vary among these different companies and various methodologies, and estimates and assumptions could be used in calculating their own pay ratios, our pay ratio reported above may not be comparable to the pay ratios reported by other companies in our industry.

  119. Pay Versus Performance

    Pay Versus Performance In accordance with the SEC’s disclosure requirements regarding pay versus performance (“PVP”), this section reflects Compensation Actually Paid (“CAP”) to NEOs and compares NEO CAP to various measures used to measure Alpha’s performance. Compensation decisions at Alpha are made independently of disclosure requirements. CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of setting compensation components of our compensation program.

  120. Pay Versus Performance Table - Definitions

    Pay Versus Performance Table - Definitions Salary, Bonus, Non-Equity Incentive Plan Compensation and All Other Compensation are calculated in the same manner for purposes of CAP and the Summary Compensation Table (“SCT”). The primary difference between the calculation of CAP and SCT total compensation relates to stock and option awards. In the SCT, stock and option awards are reflected using the grant date fair value of stock and option awards granted during the year. CAP values reflect the change in fair value of stock and option awards year over year that are unvested as of the end of the year, or vested or were forfeited during the year.

  121. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning the “compensation actually paid” to our NEOs for each of the fiscal years ended December 2020, 2021, 2022 and 2023, and our financial performance for each of these fiscal years. “Compensation actually paid” is determined, however, by making certain adjustments pursuant to SEC regulatory requirements and, as a result, does not reflect the compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis”.

  122. Pay Versus Performance Table

    | Year(1) | SCT Total Compensation for CEO ($) | CAP to CEO ($)(2) | Average SCT Total Compensation for Other NEOs ($) | Average CAP to Other NEOs ($)(2) | Cumulative TSR (based on value of $100 investment) ($) | Peer Group Cumulative TSR (based on value of $100 investment) ($)(3) | GAAP Net Income (in millions) ($)(4) | Adjusted EBITDA (in millions) ($)(5) | | 2023 | 6,053,361 | 32,628,380 | 3,380,078 | 17,569,191 | 3,943.01 | 243.61 | 722 | 1,033 | | 2022 | 11,121,908 | 19,343,862 | 2,625,826 | 11,160,871 | 1,686.43 | 167.33 | 1,449 | 1,741 | | 2021 | 3,549,785 | 5,021,653 | 2,641,391 | 8,435,227 | 674.59 | 136.09 | 289 | 534 | | 2020 | 6,411,899 | 9,775,788 | 1,694,897 | 1,797,945 | 125.64 | 99.77 | (447) | 83 |

  123. Pay Versus Performance Table

    | (1) Mr. Eidson was our CEO in fiscal year 2023 and an NEO in fiscal years 2020, 2021 and 2022. Mr. Stetson was an NEO in fiscal year 2023 and our CEO in fiscal years 2020, 2021 and 2022. Our Other NEOs, Messrs. Munsey, Whitehead, Nicholson and Horn, served during each disclosed fiscal year except for Mr. Munsey, who was not an NEO in fiscal years 2020 and 2021, and Mr. Horn who was not an NEO in fiscal year 2023. For 2021, the CEO CAP totals for 2021 and 2022 are lower than the potential totals because Mr. Stetson voluntarily waived his 2021 annual grant of stock awards. |

  124. Pay Versus Performance Table

    | (2) Refer to table below for amounts deducted from and added to the SCT. Fair values of awards were computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, (“ASC”) Topic 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”). Fair values of non-market-based awards were adjusted for actual performance through each fiscal year end. In determining probable payout for these awards, fair value adjustments assume target performance for future fiscal years in which metrics have not yet been established as the metrics are established annually for each year within the applicable 3-year performance period. |

  125. Pay Versus Performance Table

    | (3) In 2020, our peer group, as disclosed in the proxy statement for the 2021 annual meeting of stockholders was: Alliance Resource Partners, L.P., Arch Resources, Inc., Carpenter Technology Corp., Cleveland-Cliffs Inc., Commercial Metals Co., Compass Minerals International, Inc., CONSOL Energy Inc., Peabody Energy Corp., Schnitzer Steel Industries, Inc., SunCoke Energy, Inc., TimkenSteel Corp., Tronox Holdings plc., Warrior Met |

  126. Pay Versus Performance Table

    Coal, Inc., and Worthington Industries, Inc. In July 2020, after completing a peer group analysis the compensation committee added Alliance Resource Partners, L.P. to the proxy peer group as they are a similarly sized company in our industry with comparable revenues. Denbury Resources, Inc. and Southwestern Energy Company were removed from the peer group in July 2020 as they are primarily in the hydrocarbon and gas exploration business.

  127. Pay Versus Performance Table

    | In 2021, Cleveland-Cliffs Inc. was removed from the proxy peer group, as disclosed in the proxy statement for the 2022 annual meeting of stockholders, primarily due to its much larger company size, revenues and market capitalization. |

  128. Pay Versus Performance Table

    | In 2022 and 2023, we made no changes to our proxy peer group from 2021. For the list of companies comprising our peer group, see “Compensation Disclosure and Analysis”. |

  129. Pay Versus Performance Table

    | (4) 2020 GAAP Net Income includes a loss from discontinued operations of ($205,429,837). |

  130. Pay Versus Performance Table

    | (5) See “Relationship Between Pay and Adjusted EBITDA” below for further discussion on how Adjusted EBITDA is derived from the audited financials. |

  131. Pay Versus Performance Table

    | | SCT Total ($)(1) | Stock Awards Deducted ($)(2) | Stock Awards Added ($)(3)(8) | Dividends Added ($)(4) | Stock Awards Granted in Prior Years: Unvested as of FYE ($)(5)(8) | Stock Awards Granted in Prior Years: Vested in Current FY ($)(6)(8) | Stock Awards Granted in Prior Years: Forfeited in Current FY ($)(7)(8) | Total CAP ($) | | CEO | | | | | | | | | | 2023 | 6,053,361 | (3,172,948) | 6,311,039 | 196,035 | 22,671,129 | 569,764 | — | 32,628,380 | | 2022 | 11,121,908 | (8,049,839) | 12,141,978 | 455,702 | — | 3,674,113 | — | 19,343,862 | | 2021 | 3,549,785 | — | — | — | 5,941,529 | 340,296 | (4,809,957) | 5,021,653 | | 2020 | 6,411,899 | (3,291,267) | 6,663,767 | — | 50,576 | (59,187) | — | 9,775,788 | | Average Other NEOs | | | | | | | | | | 2023 | 3,380,078 | (1,534,672) | 2,834,884 | 114,542 | 10,364,937 | 2,438,145 | (28,723) | 17,569,191 | | 2022 | 2,625,826 | (1,027,679) | 2,507,722 | 467,703 | 6,406,150 | 181,149 | — | 11,160,871 | | 2021 | 2,641,391 | (1,075,574) | 6,026,247 | — | 821,166 | 21,997 | — | 8,435,227 | | 2020 | 1,694,897 | (312,465) | 425,607 | — | 18,010 | (28,104) | — | 1,797,945 |

  132. Pay Versus Performance Table

    | (1) Values reflected in this column for the CEO and Average Other NEOs represent the Total Compensation as reported in the Summary Compensation Table (SCT) of the proxy statement for the annual meeting of stockholders in each fiscal year. |

  133. Pay Versus Performance Table

    | (2) Values reflected in this column for the CEO and Average Other NEOs represent amounts reported in the Stock Awards and Option Awards columns of the SCT of the proxy statement for the annual meeting of stockholders in each fiscal year, which are deducted from the SCT total in the respective fiscal year. Mr. Stetson did not have any stock awards granted in 2021. |

  134. Pay Versus Performance Table

    | (3) Values reflected in this column for the CEO and Average Other NEOs represent the fair values of equity compensation granted during the respective fiscal year and valued as of such fiscal year end. These amounts are added to the SCT total in the respective fiscal year. |

  135. Pay Versus Performance Table

    | (4) Values reflected in this column for the CEO and Average Other NEOs represent any cash dividend equivalents earned on unvested shares during each fiscal year, which are added to the SCT total in the respective fiscal year. These amounts are added to the SCT total in the respective fiscal year. |

  136. Pay Versus Performance Table

    | (5) For stock awards granted in prior fiscal years that were unvested at the end of the current fiscal year, the values reflected in this column for the CEO and Average Other NEOs represent the total change in fair value from the end of the prior fiscal year to the end of the current fiscal year. The change in fair value is added or subtracted from the SCT total in the respective fiscal year. |

  137. Pay Versus Performance Table

    | (6) For stock awards granted in prior fiscal years that vested during the current fiscal year, the values reflected in this column for the CEO and Average Other NEOs represent the total change in fair value from the end of the prior fiscal year to the vesting date in the current fiscal year. The change in fair value is added or subtracted from the SCT total in the respective fiscal year. |

  138. Pay Versus Performance Table

    | (7) For stock awards granted in prior fiscal years that forfeited during the current fiscal year, the values reflected in this column for the CEO and Average Other NEOs represent the fair value of the forfeited awards determined at the end of the prior fiscal year. The fair value is subtracted from the SCT total in the respective fiscal year. |

  139. Pay Versus Performance Table

    | (8) The fair values of stock awards added or deducted were computed in accordance with FASB ASC Topic 718. Performance awards with market metrics were remeasured at each fiscal year-end during the vesting period or vesting date using the Monte Carlo Simulation model with variables for volatility, risk free rate and dividend yield. Fair values of non-market-based awards were adjusted for actual performance through each fiscal yearend. In determining probable payout for these awards, fair value adjustments assume target performance for future fiscal years in which metrics have not yet been established as the metrics are established annually for each year within the applicable 3-year performance period. |

  140. Pay Versus Performance Table

    | Stock options were remeasured at each fiscal year-end during the vesting period or vesting date using the Black-Scholes model with variables for expected life, volatility, risk free rate and dividend yield. |

  141. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS The board of directors currently has seven members, all of whom are standing for re-election at the Annual Meeting. Directors are elected annually with terms expiring as of the following annual meeting. The board has nominated the following persons, each of whom currently serves as a director of Alpha, to stand for election at the Annual Meeting for an additional one-year term.

  142. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Joanna Baker de Neufville | Kenneth S. Courtis | | C. Andrew Eidson | Michael Gorzynski | | Shelly Lombard | Daniel D. Smith | | David J. Stetson | |

  143. PROPOSAL 1 — ELECTION OF DIRECTORS

    Biographical information regarding each of these nominees appears in the section entitled “Our Directors”. Each nominee has indicated his or her willingness to serve, but if any of the nominees should be unable or unwilling to serve, the proxies may be voted for a substitute nominee designated by the board, or the board may decide to reduce the size and number of directors serving on the board.