DEF 14A of Alpha Metallurgical Resources, Inc.
Filed Apr 4, 2025 · FY20240001140361-25-012165
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.
ABOUT OUR MANAGEMENT TEAM
| Charles Andrew Eidson Chief Executive Officer and Director Age 49 | Charles Andrew Eidson has served as Alpha’s chief executive officer and a director since January 2023. He previously served as Alpha’s 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. |
ABOUT OUR MANAGEMENT TEAM
| Daniel E. Horn Executive Vice President, Chief Commercial Officer Age 64 | Daniel E. Horn has served as Alpha’s 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. |
ABOUT OUR MANAGEMENT TEAM
| Mark M. Manno Executive Vice President, General Counsel and Secretary Age 54 | Mark M. Manno has served as Alpha’s executive vice president, general counsel and secretary since June 2024. He was executive vice president, general counsel, assistant secretary and procurement officer at Gregory Pharmaceutical Holdings, Inc., which does business as UPM Pharmaceuticals, from February 2024. He was UPM’s vice president, general counsel and assistant secretary from January 2023 to February 2024 and deputy general counsel from January 2021 to January 2023. He served as Alpha’s executive vice president, chief administrative and legal officer and secretary from January 2018 until his departure from the Company in December 2019, and from May 2019 until July 2019 he was interim co-chief executive officer of Alpha. After departing Alpha in December 2019, he served as a consultant to the Company until December 2020. He previously served as the Company’s executive vice president, general counsel, secretary and chief procurement officer from July 2016 and before that as executive vice president, general counsel, secretary and chief procurement officer for Predecessor Alpha, positions he held from December 2015. Mr. Manno was an officer in the U.S. Navy and is a graduate of the U.S. Naval Academy. He completed his master of business administration degree at Mississippi State University and his law degree at the University of Memphis. |
ABOUT OUR MANAGEMENT TEAM
| J. Todd Munsey Executive Vice President and Chief Financial Officer Age 43 | J. Todd Munsey has served as Alpha’s 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 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. |
ABOUT OUR MANAGEMENT TEAM
| Jason E. Whitehead President and Chief Operating Officer Age 47 | 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. |
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 six members, all of whom have been nominated to stand for re-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”.
ABOUT OUR BOARD OF DIRECTORS
| Joanna Baker de Neufville Director Age 46 | Joanna Baker de Neufville has served as a director of Alpha since January 2023. She has served as a principal of the investment fund De Neufville and Company, L.P., where she oversees the firm’s investment portfolio, since 2020. 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. |
ABOUT OUR BOARD OF DIRECTORS
| Kenneth S. Courtis Director Age 69 | 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. Mr. Courtis also served as a director of INNOVATE Corp. from 2020 to 2022. 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. |
ABOUT OUR BOARD OF DIRECTORS
| Charles Andrew Eidson Chief Executive Officer and Director Age 49 | Charles Andrew Eidson has served as Alpha’s chief executive officer and as a director since January 2023. 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. |
ABOUT OUR BOARD OF DIRECTORS
| Michael Gorzynski Chair of the Board Age 47 | Michael Gorzynski has served as chair of the board since December 2024. He previously served as lead independent director from February 2024 and as a director from January 2023. He is the founder of MG Capital Management, a significant shareholder of Alpha, and serves as managing partner. He has also served 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. |
ABOUT OUR BOARD OF DIRECTORS
| Shelly Lombard Director Age 65 | Shelly Lombard has served as a director since February 2024. She has 35 years of experience in finance on Wall Street, analyzing and investing in public equities and bonds. She is a qualified financial expert with experience in capital allocation, capital markets, and mergers and acquisitions. Ms. Lombard has served on the board, and as a member of the audit committee, of Craft 1861 Global Holdings, Inc. since February 2023, which was publicly traded until the company was taken private by Nano Cures Investors in August 2024. She previously served on the board of several other 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. She began her career in the leveraged finance group at Citibank and in the high yield commercial paper group at Drexel Burnham Lambert. She also managed proprietary investments for ING Bank, Barclays Bank, and Chase Manhattan Bank. 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. |
ABOUT OUR BOARD OF DIRECTORS
| Daniel D. Smith Director Age 72 | 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. |
COMPENSATION COMMITTEE
| • | Reviewing director compensation and recommending to the board any proposed changes to that compensation; |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
PROCESS FOR DETERMINING NON-EMPLOYEE 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.
2024 DIRECTOR COMPENSATION
2024 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 2, 2024 (the “2024 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 $100,000. In 2024, Mr. Eidson served as a member of our board as well as chief executive officer, but he did not receive any additional compensation in connection with board service. Annual cash retainers are paid in quarterly installments, in advance. For any non-employee directors appointed to the board following the commencement of a Compensation Year, the director’s cash retainer will be pro-rated for any partial quarter of service, and the compensation committee will determine in its discretion whether such director will be eligible to receive a full or pro-rated annual RSU award or a special grant of RSUs. Non-employee directors generally have the opportunity to elect to receive RSUs in lieu of their annual cash retainer or committee compensation. For the 2024 Compensation Year, Messrs. Gorzynski and Courtis and Ms. Baker de Neufville elected to receive RSUs in lieu of the annual cash retainer and committee compensation. In addition to the annual retainer, non-employee directors are entitled to receive additional cash retainers in connection with service as a non-employee chair of the board, lead independent director or chair or member of committees of our board, as set forth in the following chart.
2024 DIRECTOR COMPENSATION
| POSITION | ANNUAL CHAIR / LEAD FEE ($) | ANNUAL MEMBER FEE ($) | | Non-Employee Chair of the Board | 100,000 | n/a | | Lead Independent Director if Non-Independent Director is Chair of the Board | 50,000 | n/a | | Audit Committee | 30,000 | 10,000 | | Compensation Committee | 20,000 | 10,000 | | Safety, Health and Environmental Committee | 15,000 | 5,000 | | Nominating and Corporate Governance Committee | 12,000 | 5,000 |
2024 DIRECTOR COMPENSATION
Non-employee directors’ annual awards are granted pursuant to agreements that generally provide for vesting on the day immediately preceding the first anniversary of the grant date. The awards accelerate and vest in full in connection with a change in control of Alpha or if the director ceases to serve as a member of our board as a result of a reason other than cause as of a date that is more than six months after the beginning, but prior to the completion of, the applicable Compensation Year. Unvested RSUs and cash amounts are forfeited upon a separation from service for cause. Annual awards for the 2024 Compensation Year were made on May 2, 2024 for the non-employee directors serving on that date. The awards were comprised of stock-settled RSUs based on the 20-Day VWAP of the Company’s common stock. We reimburse non-employee directors for travel expenses incurred in connection with attending board, committee and stockholder meetings and for other business-related expenses in accordance with our reimbursement policies, as they may be amended from time to time.
2024 DIRECTOR COMPENSATION TABLE
2024 DIRECTOR COMPENSATION TABLE The following table sets forth information concerning the compensation paid to our non-employee directors in respect of the fiscal year ended December 31, 2024.
2024 DIRECTOR COMPENSATION TABLE
| NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Joanna Baker de Neufville | 25,000 | 246,575 | — | 271,575 | | Kenneth S. Courtis | 26,781 | 235,088 | — | 261,869 | | Albert E. Ferrara, Jr. | 25,000 | — | — | 25,000 | | Elizabeth A. Fessenden | 25,000 | — | — | 25,000 | | Michael Gorzynski | — | 337,492 | 38,529 | 376,021 | | Shelly Lombard | 128,398 | 122,542 | — | 250,940 | | Michael J. Quillen | 25,000 | — | — | 25,000 | | Daniel D. Smith | 142,671 | 122,542 | — | 265,213 | | David J. Stetson(4) | 243,333 | 122,542 | 252 | 366,127 |
2024 DIRECTOR COMPENSATION TABLE
| (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, 2024. For Messrs. Quillen and Ferrara and Ms. Fessenden, this amount reflects their final quarterly cash retainer payment made through the end of their 2023-2024 term. |
2024 DIRECTOR COMPENSATION TABLE
| (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 380 RSUs granted on May 2, 2024 to each of our non-employee directors in connection with their annual equity awards for the 2024 Compensation Year (each with a grant date fair value of $322.48 per share), except for Messrs. Quillen and Ferrara and Ms. Fessenden who did not stand for reelection at the 2024 Annual Meeting and resigned effective February 26, 2024. |
2024 DIRECTOR COMPENSATION TABLE
For Ms. Baker de Neufville, this column also reflects 379 RSUs granted on May 2, 2024 (with a grant date fair value of $322.48 per share) in connection with her election to receive RSUs in lieu of her annual cash retainer and committee compensation for the 2024 Compensation Year, and 5 RSUs granted on February 29, 2024 (with a grant date fair value of $362.62 per share) in connection with her appointment to a committee chair and her election to receive RSUs in lieu or her pro-rated committee compensation for the remainder of the 2023 Compensation Year. For Mr. Gorzynski, this column also reflects 522 RSUs granted on May 2, 2024 (with a grant date fair value of $322.48 per share) in connection with his election to receive RSUs in lieu of his annual cash retainer and committee compensation for the 2024 Compensation Year, 27 RSUs granted on February 29, 2024 (with a grant date fair value of $362.62 per share) in connection with his appointment to a committee chair and his election to receive RSUs in lieu of his pro-rated committee compensation for the remainder of the 2023 Compensation Year, and 159 RSUs granted on December 13, 2024 (with a grant date fair value of $231.60 per share) in connection with his appointment to chair of the board and his election to receive RSUs in lieu of his pro-rated chair compensation for the remained of the 2024 Compensation Year. For Mr. Courtis, this column also reflects 349 RSUs granted on May 2, 2024 (with a grant date fair value of $322.48 per share) in connection with his election to receive RSUs in lieu of his annual cash retainer and committee compensation for the 2024 Compensation Year.
2024 DIRECTOR COMPENSATION TABLE
| ((3)) | The values in this column reflect the use of Company aircraft for non-business travel during 2024 for Messrs. Gorzynski ($38,529) and Stetson ($252), which are the actual costs to the Company. Non-business use of corporate aircraft results in imputed income to the director according to Internal Revenue Code and U.S. Department of Transportation requirements. |
2024 DIRECTOR COMPENSATION TABLE
| (4) Mr. Stetson resigned as the chair of the board and as a director effective December 13, 2024. |
SUMMARY
| • | 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. |
SUMMARY
| • | 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 “2024 Annual Bonuses”. |
SUMMARY
| • | Long-term incentives are a significant component of our executive compensation programs. The opportunity for executives to earn awards, over time, aligns our executive team with the interests of our stockholders. For |
SUMMARY
2024, the long-term incentive compensation design for NEOs consisted of time-based 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.
SUMMARY
| • | 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). |
RECENT DEVELOPMENTS
RECENT DEVELOPMENTS In January 2025, the compensation committee determined that, in order to promote the retention of the Company’s executive officers and to otherwise help ensure the stability of the Company’s leadership, it would be in the Company’s best interests to enter into an amended and restated employment agreement with the CEO and to enter into new employment agreements with the Company’s other NEOs. On January 31, 2025, the Company entered into an amended and restated employment agreement with C. Andrew Eidson (the “CEO Employment Agreement”), pursuant to which Mr. Eidson will continue to serve as chief executive officer of the Company. Also on January 31, 2025, the Company entered into new employment agreements with each of the other currently serving NEOs, including Mr. Munsey, Mr. Whitehead, Mr. Horn and Mr. Manno (collectively, the “Other NEO Employment Agreements” and together with the CEO Employment Agreement, the “NEO Employment Agreements”). The NEO Employment Agreements were effective as of January 31, 2025. Under the terms of the NEO Employment Agreements, each NEO will serve in his respective capacity through January 31, 2028. Each NEO’s initial 3-year term automatically renews for successive 1-year terms unless terminated by either party with at least 90 days’ written notice to the other party prior to the end of the then current term of the notifying party’s election not to extend the term. Pursuant to the Employment Agreements, each NEO is entitled to an annual base salary as follows: (i) Mr. Eidson: $1,000,000; (ii) Mr. Whitehead: $750,000; (iii) Mr. Munsey: $550,000; (iv) Mr. Horn: $515,000; and (v) Mr. Manno: $500,000. Any NEO’s annual base salary may be increased from time to time at the sole discretion of the compensation committee. Notwithstanding the foregoing, effective January 1st of each calendar year during an NEO’s term, the NEO’s base salary will be automatically increased by 5%. During each NEO’s respective term, the NEO 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. Each NEO’s target and maximum annual bonus opportunities under the AIB Plan, as a percentage of annual base salary, will be, respectively, as follows, in each case subject to applicable performance criteria: (i) Mr. Eidson: 125% and 250%; (ii) Mr. Whitehead: 110% and 220%; (iii) Mr. Munsey: 100% and 200%; (iv) Mr. Horn: 100% and 200%; and (v) Mr. Manno: 100% and 200%. Each NEO will continue to participate in the Company’s LTIP at a target amount equal to the following percentages of annual base salary in accordance with the terms of the LTIP and any performance criteria established by the compensation committee: (i) Mr. Eidson: 350%; (ii) Mr. Whitehead: 235%; (iii) Mr. Munsey: 200%; (iv) Mr. Horn: 200%; and (v) Mr. Manno: 200%. The NEO Employment Agreements also contain other customary terms and conditions, including those discussed under “Potential Payments on Termination or Change In Control” in this Proxy Statement, and were filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to our 2024 Annual Report.
Role of Compensation Consultants
Role of Compensation Consultants In 2024, 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 2024 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
Peer Group In 2024, the compensation committee, with input from Meridian and members of management, reviewed and revised 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 2024 public company peer group approved by the compensation committee consisted of the following companies:
Peer Group
| Alliance Resource Partners, L.P. | Kaiser Aluminum Corporation | SunCoke Energy, Inc. | | Arch Resources, Inc. | Metallus Inc. | Tronox Holdings plc. | | ATI Inc. | Peabody Energy Corporation | Warrior Met Coal, Inc. | | Carpenter Technology Corporation | Radius Recycling, Inc. | Worthington Steel, Inc. | | CONSOL Energy Inc. | Ryerson Holding Corporation | |
Peer Group
This peer group was used to inform compensation decisions throughout 2024.
2024 PRIMARY ELEMENTS OF COMPENSATION
| 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 | | Other Compensation and Benefits Programs | Employee health, welfare and retirement benefits and deferred compensation | Group medical benefits | Support talent attraction and retention | | | | Life and disability insurance | Provide for tax-efficient retirement savings | | | | 401(k) plan participation | Provide for supplemental retirement benefits | | | | Deferred compensation plan | |
Year-Over-Year Change in Current NEO Base Salaries
| (1) Effective January 31, 2025, the Company entered into the NEO Employment Agreements with each of the Company’s current NEOs, pursuant to which, each NEO is presently entitled to an annual base salary as follows: Mr. Eidson ($1,000,000), Mr. Munsey ($550,000), Mr. Whitehead ($750,000), Mr. Horn ($515,000) and Mr. Manno ($500,000). |
2024 Annual Bonuses
2024 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 2024, all NEOs participated in the AIB Plan.
Performance Metrics
Performance Metrics In setting the 2024 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 2024 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 2023, 2022 and 2021 AIB plans. The metrics were intended to align annual incentive compensation for 2024 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.
Performance Metrics
| | 2024 METRIC GOALS | | | | 2024 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% | $400.9M | $572.7M | $744.5M | $435.27M | 60% | 21.00% | | AIB Cost of Coal Sales per Ton Sold – Met(2) | 35% | $117.41 | $109.73 | $102.05 | $109.53 | 102.60% | 35.91% | | AIB Safety – NFDL(3) | 20% | 1.44 | 1.29 | 1.05 | 1.21 | 133.4% | 26.67% | | AIB Environmental Compliance(4) | 10% | 107 | 93 | 81 | 41 | 200% | 20% | | Total | 100% | | | | | | 103.58% |
Performance Metrics
| (1) AIB EBITDA was $435.27 million in 2024 under the formula adopted by the compensation committee and, as a result, the threshold performance goal was achieved, resulting in a payout between threshold and target pursuant to the AIB EBITDA metric. AIB EBITDA was calculated as follows: 2024 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. |
Performance Metrics
| 2024 Adjusted EBITDA was $407.75 million as disclosed in our 2024 Annual Report. Exclusions under the AIB EBITDA formula adopted by the compensation committee totaled $27.52 million. This resulted in the final 2024 AIB EBITDA of $435.27 million. Refer to the Annual Report for reconciliation of net income (loss) to Adjusted EBITDA for the year ended December 31, 2024. |
Performance Metrics
| (2) AIB Cost of Coal Sales per Ton Sold – Met was $109.53 for metallurgical coal sales in 2024 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 maximum pursuant to the Cost of Coal Sales metric. AIB Cost of Coal Sales per Ton Sold – Met was calculated as follows: Weighted Average 2024 Cost of Coal Sales per Ton Sold, excluding the following (i) AIB, OIB, stock compensation and sales related expenses, (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. |
Performance Metrics
| (3) AIB Safety - Non-Fatal Days Lost (“NFDL”) was 1.21 in 2024, 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. |
Performance Metrics
| (4) AIB Environmental Compliance, which is measured by the total number of water quality exceedances, including selenium, was 41 in 2024 under the formula adopted by the compensation committee and, as result, the maximum performance goal was achieved, resulting in the maximum payout pursuant to this metric. |
Targets and Payouts for 2024
Targets and Payouts for 2024 In 2024, the compensation committee set each NEO’s 2024 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 103.58% of his target AIB Plan opportunity, as summarized in the table below.
Targets and Payouts for 2024
| OFFICER | 2024 BASE SALARY ($) | 2024 ANNUAL TARGET BONUS OPPORTUNITY (As A % OF BASE SALARY) | 2024 TARGET BONUS ($)(1) | 2024 ACTUAL PERFORMANCE AS A % OF TARGET BONUS | 2024 AIB PLAN BONUS ($)(2) | | C. Andrew Eidson | 850,000 | 125% | 1,062,500 | 103.58% | 1,100,538 | | J. Todd Munsey | 500,000 | 100% | 500,000 | 103.58% | 517,900 | | Jason E. Whitehead | 700,000 | 100% | 700,000 | 103.58% | 725,060 | | Daniel E. Horn | 500,000 | 100% | 500,000 | 103.58% | 517,900 | | Mark M. Manno | 475,000 | 100% | 280,250 | 103.58% | 290,283 | | Roger L. Nicholson | 500,000 | 100% | 208,219 | 100.00% | 208,219 |
Targets and Payouts for 2024
| (1) For Mr. Nicholson, the amount in this column reflects his pro-rated target for the portion of the 2024 calendar year he was employed by the Company pursuant to the terms of the KESP and was paid upon his termination of employment on May 31, 2024. Mr. Manno’s amount reflects the pro-rated target for the portion of the calendar year beginning with his hire date of June 1, 2024. |
Targets and Payouts for 2024
| (2) Excluding Mr. Nicholson, the amount reflected in this column is the sum of 90% of the Target Bonus paid on December 13, 2024 and the remaining 2024 AIB Bonus paid on February 28, 2025. For Mr. Nicholson, the amount in this column reflects the payment of his pro-rated target for the portion of the 2024 calendar year he was employed by the Company pursuant to the terms of the KESP, which was paid upon his termination of employment. |
Long-Term Incentive Awards
Long-Term Incentive Awards The Company adopted the LTIP, dated as of April 29, 2018, 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 2024, 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:
Long-Term Incentive Awards
| OFFICER | LTIP TARGET AWARD VALUE ($) | RESTRICTED STOCK UNITS (# OF SHARES) | PERFORMANCE SHARE UNITS (# OF SHARES) | | C. Andrew Eidson | 2,550,000 | 3,445 | 3,445 | | J. Todd Munsey | 1,000,000 | 1,351 | 1,351 | | Jason E. Whitehead | 1,575,000 | 2,128 | 2,128 | | Daniel E. Horn | 1,000,000 | 1,351 | 1,351 | | Mark M. Manno(1) | 950,000 | — | — | | Roger L. Nicholson | 1,000,000 | 1,351 | 1,351 |
Long-Term Incentive Awards
| (1) Mr. Manno did not receive any long-term incentive awards in 2024 as the annual grants were awarded prior to his June 1, 2024 hire date. |
Long-Term Incentive Awards
Described below are the key terms of the RSUs and PSUs granted to the NEOs in 2024:
Long-Term Incentive Awards
| • | Time-based Stock-Settled Restricted Stock Units. Time-based stock-settled RSUs are scheduled to vest in equal installments on each of January 24, 2025, 2026 and 2027. 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. |
Long-Term Incentive Awards
| • | Performance-based Stock-Settled Units. PSUs are subject to a three-year performance period ending December 31, 2026 and vest based on achieved performance against the following compensation committee approved metrics: |
Long-Term Incentive Awards
| • | Total shareholder return relative to our performance comparator group (“rTSR”), weighted 40.0% |
Long-Term Incentive Awards
| • | Safety related to the achievement of NFDL, weighted 30.0% |
Long-Term Incentive Awards
| • | Production of underground feet per shift (“FPS”), weighted 22.5% |
Long-Term Incentive Awards
| • | Production of surface yards per day (“YPD”), weighted 7.5% |
Long-Term Incentive Awards
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 24, 2027, subject to the employees’ continued employment through that date. Following January 24, 2027, the number of vested PSUs are paid in a like number of shares of our common stock.
Payout of 2022-2024 LTIP Performance-Based Awards
Payout of 2022-2024 LTIP Performance-Based Awards The 2022 performance-based awards were granted on January 25, 2022 and vested on January 25, 2025 based on the following actual performance for the period of January 1, 2022 through December 31, 2024.
Payout of 2022-2024 LTIP Performance-Based Awards
| | METRIC GOALS | | | | PERFORMANCE | | | PERFORMANCE METRIC | WEIGHTING | THRESHOLD PAYOUT (50%) | TARGET PAYOUT (100%) | MAXIMUM PAYOUT (200%) | ACTUAL PERFORMANCE AS % OF TARGET | WEIGHTED TARGET % EARNED | | Safety – Non-Fatal Days Lost (NFDL) Total | 30% | (1) | (1) | (1) | 156.94% | 47.08% | | Production – Feet Per Shift (FPS) Total | 22.5% | (2) | (2) | (2) | 20.75% | 4.67% | | Production – Yards Per Day (YPD) Total | 7.5% | (3) | (3) | (3) | 94.81% | 7.11% | | Relative Total Shareholder Return (rTSR)(4) | 40% | 5th | Median | 1st | 186.23% | 74.49% | | Total | 100% | | | | | 133.35% |
Payout of 2022-2024 LTIP Performance-Based Awards
| (1) Non-Fatal Days Lost (NFDL) is a standard industry safety metric. Performance goals are established and measured annually by the compensation committee. Performance for each year must be within the established threshold to maximum levels to be included in the overall 3-yr performance. For 2022, the threshold level was set at 110% of target and the maximum level was set at 90% of target. The final performance achieved in 2022 was 200% of target. For 2023, the threshold level was set at 109% of target and the maximum level was set at 72.5% of target. The final performance achieved in 2023 was 137.5% of target. For 2024, the threshold level was set at 112% of target and the maximum was set at 81.5% of target. The final performance achieved in 2024 was 133.33% of target. For the 2022-2024 performance period, the 3-yr average performance was 156.94% of target and resulted in a weighted payout of 47.08%. |
Payout of 2022-2024 LTIP Performance-Based Awards
| (2) Feet Per Shift (FPS) is an underground mine production metric established and measured annually by the compensation committee. Performance for each year must be within the established threshold to maximum levels to be included in the overall 3-yr performance. For 2022, the threshold level was set at 92% of target and the maximum level was set at 108% of target. The final performance achieved in 2022 was below threshold and resulted in no contribution towards the final payout. For 2023, the threshold level was set at 92% of target and the maximum level was set at 108% of target. The final performance achieved in 2023 was below threshold and resulted in no contribution towards the final payout. For 2024, the threshold level was set at 92% of target and the maximum was set at 108% of target. The final performance achieved in 2024 was 62.25% of target. For the 2022-2024 performance period, the 3-yr average performance was 20.75% of target and resulted in a weighted payout of 4.67%. |
Payout of 2022-2024 LTIP Performance-Based Awards
| (3) Yards Per Day (YPD) is a surface mine production metric established and measured annually by the compensation committee. Performance for each year must be within the established threshold to maximum levels to be included in the overall 3-yr performance. For 2022, the threshold level was set at 92% of target and the maximum level was set at 108% of target. The final performance achieved in 2022 was 84.42% of target. For 2023, the threshold level was set at 92% of target and the maximum level was set at 108% of target. The final performance achieved in 2023 was 200% of target. For 2024, the threshold level was set at 92% of target and the maximum was set at 108% of target. The final performance achieved in 2024 was below threshold and resulted in no contribution towards the final payout. For the 2022-2024 performance period, the 3-yr average performance was 94.81% of target and resulted in a weighted payout of 7.11%. |
Payout of 2022-2024 LTIP Performance-Based Awards
| (4) Relative Total Shareholder Return (rTSR) is based on cumulative performance against our LTIP peer group over the entire 3-yr period. The compensation committee established the LTIP peer group at the beginning of the 3-yr period as Arch Resources, Inc., Peabody Energy Corp., CONSOL Energy Inc., Ramaco Resources, Inc. and Warrior Met Coal, Inc. Threshold level was set at a ranking of 5th in the peer group TSR, target was set at a ranking of 3rd (median) and maximum level was set at a 1st place ranking with interpolation in between. The payout is capped at target for negative TSR performance during the period regardless of final ranking. For the 2022-2024 performance period, Alpha’s TSR was 328.72% and ranked 2nd among the LTIP peer group. This resulted in an interpolated performance of 186.23% and a weighted payout of 74.49%. Note: The TSR values of our LTIP peers Arch and CONSOL were frozen at the time of their announced merger on August 14, 2024. |
Payout of 2021-2023 LTIP Performance-Based Awards
Payout of 2021-2023 LTIP Performance-Based Awards The 2021 performance-based awards were granted on January 29, 2021 and vested on January 29, 2024 based on the following actual performance for the period of January 1, 2021 through December 31, 2023.
Payout of 2021-2023 LTIP Performance-Based Awards
| | METRIC GOALS | | | | PERFORMANCE | | | PERFORMANCE METRIC | WEIGHTING | THRESHOLD PAYOUT (50%) | TARGET PAYOUT (100%) | MAXIMUM PAYOUT (200%) | ACTUAL PERFORMANCE AS % OF TARGET | WEIGHTED TARGET % EARNED | | Safety – Non-Fatal Days Lost (NFDL) Total | 30% | (1) | (1) | (1) | 179.17% | 53.75% | | Production – Feet Per Shift (FPS) Total | 22.5% | (2) | (2) | (2) | 17.93% | 4.03% | | Production – Yards Per Day (YPD) Total | 7.5% | (3) | (3) | (3) | 146.63% | 11.00% | | Relative Total Shareholder Return (rTSR)(4) | 40% | 5th | Median | 1st | 200.00% | 80.00% | | Total | 100% | | | | | 148.78% |
Payout of 2021-2023 LTIP Performance-Based Awards
| (1) Non-Fatal Days Lost (NFDL) is a standard industry safety metric. Performance goals are established and measured annually by the compensation committee. Performance for each year must be within the established threshold to maximum levels to be included in the overall 3-yr performance. For 2021, the threshold level was set at 110% of target and the maximum level was set at 90% of target. The final performance achieved in 2021 was 200% of target. For 2022, the threshold level was set at 110% of target and the maximum level was set at 90% of target. The final performance achieved in 2022 was 200% of target. For 2023, the threshold level was set at 109% of target and the maximum level was set at 72.5% of target. The final performance achieved in 2023 was 137.5% of target. For the 2021-2023 performance period, the 3-yr average performance was 179.17% of target and resulted in a weighted payout of 53.75%. |
Payout of 2021-2023 LTIP Performance-Based Awards
| (2) Feet Per Shift (FPS) is an underground mine production metric established and measured annually by the compensation committee. Performance for each year must be within the established threshold to maximum levels to be included in the overall 3-yr performance. For 2021, the threshold level was set at 92% of target and the maximum level was set at 108% of target. The final performance achieved in 2021 was 53.81% of target. For 2022, the threshold level was set at 92% of target and the maximum level was set at 108% of target. The final performance achieved in 2022 was below threshold and resulted in no contribution towards the final payout. For 2023, the threshold level was set at 92% of target and the maximum level was set at 108% of target. The final performance achieved in 2023 was below threshold and resulted in no contribution towards the final payout. For the 2021-2023 performance period, the 3-yr average performance was 17.93% of target and resulted in a weighted payout of 4.03%. |
Payout of 2021-2023 LTIP Performance-Based Awards
| (3) Yards Per Day (YPD) is a surface mine production metric established and measured annually by the compensation committee. Performance for each year must be within the established threshold to maximum levels to be included in the overall 3-yr performance. For 2021, the threshold level was set at 92% of target and the maximum level was set at 108% of target. The final performance achieved in 2021 was 155.46% of target. For 2022, the threshold level was set at 92% of target and the maximum level was set at 108% of target. The final performance achieved in 2022 was 84.42% of target. For 2023, the threshold level was set at |
Payout of 2021-2023 LTIP Performance-Based Awards
92% of target and the maximum level was set at 108% of target. The final performance achieved in 2023 was 200% of target. For the 2021-2023 performance period, the 3-yr average performance was 146.63% of target and resulted in a weighted payout of 11.00%.
Payout of 2021-2023 LTIP Performance-Based Awards
| (4) Relative Total Shareholder Return (rTSR) is based on cumulative performance against our LTIP peer group over the entire 3-yr period. The compensation committee established the LTIP peer group at the beginning of the 3-yr period as Arch Resources, Inc., Peabody Energy Corp., CONSOL Energy Inc., Ramaco Resources, Inc. and Warrior Met Coal, Inc. Threshold level was set at a ranking of 5th in the peer group TSR, target was set at a ranking of 3rd (median) and maximum level was set at a 1st place ranking with interpolation in between. The payout is capped at target for negative TSR performance during the period regardless of final ranking. For the 2021-2023 performance period, Alpha’s TSR was 2,722.18% and ranked 1st among the LTIP peer group. This resulted in an interpolated performance of 200.00% and a weighted payout of 80.00%. |
Payout of 2020-2022 LTIP Performance-Based Awards
Payout of 2020-2022 LTIP Performance-Based Awards The 2020 performance-based cash awards were granted on February 18, 2020 and vested on February 18, 2023 based on the following actual performance for the period of January 1, 2020 through December 31, 2022.
Payout of 2020-2022 LTIP Performance-Based Awards
| | METRIC GOALS | | | | PERFORMANCE | | | PERFORMANCE METRIC | WEIGHTING | THRESHOLD PAYOUT (50%) | TARGET PAYOUT (100%) | MAXIMUM PAYOUT (200%) | ACTUAL PERFORMANCE AS % OF TARGET | WEIGHTED TARGET % EARNED | | Safety – Non-Fatal Days Lost (NFDL) Total | 25% | (1) | (1) | (1) | 181.16% | 45.29% | | Production – Feet Per Shift (FPS) Total | 25% | (2) | (2) | (2) | 46.11% | 11.53% | | Relative Total Shareholder Return (rTSR)(3) | 50% | 5th | Median | 1st | 200.00% | 100.00% | | Total | 100% | | | | | 156.82% |
Payout of 2020-2022 LTIP Performance-Based Awards
| (1) Non-Fatal Days Lost (NFDL) is a standard industry safety metric. Performance goals are established and measured annually by the compensation committee. Performance for each year must be within the established threshold to maximum levels to be included in the overall 3-yr performance. For 2020, the threshold level was set at 110% of target and the maximum level was set at 90% of target. The final performance achieved in 2020 was 143.48% of target. For 2021, the threshold level was set at 110% of target and the maximum level was set at 90% of target. The final performance achieved in 2021 was 200% of target. For 2022, the threshold level was set at 110% of target and the maximum level was set at 90% of target. The final performance achieved in 2022 was 200% of target. For the 2020-2022 performance period, the 3-yr average performance was 181.16% of target and resulted in a weighted payout of 45.29%. |
Payout of 2020-2022 LTIP Performance-Based Awards
| (2) Feet Per Shift (FPS) is an underground mine production metric established and measured annually by the compensation committee. Performance for each year must be within the established threshold to maximum levels to be included in the overall 3-yr performance. For 2020, the threshold level was set at 92% of target and the maximum level was set at 110% of target. The final performance achieved in 2020 was 84.53% of target. For 2021, the threshold level was set at 92% of target and the maximum level was set at 108% of target. The final performance achieved in 2021 was 53.81% of target. For 2022, the threshold level was set at 92% of target and the maximum level was set at 108% of target. The final performance achieved in 2022 was below threshold and resulted in no contribution towards the final payout. For the 2020-2022 performance period, the 3-yr average performance was 46.11% of target and resulted in a weighted payout of 11.53%. |
Payout of 2020-2022 LTIP Performance-Based Awards
| (3) Relative Total Shareholder Return (rTSR) is based on cumulative performance against our LTIP peer group over the entire 3-yr period. The compensation committee established the LTIP peer group at the beginning of the 3-yr period as Arch Resources, Inc., Peabody Energy Corp., CONSOL Energy Inc., Ramaco Resources, Inc. and Warrior Met Coal, Inc. Threshold level was set at a ranking of 5th in the peer group TSR, target was set at a ranking of 3rd (median) and maximum level was set at a 1st place ranking with interpolation in between. The payout is capped at target for negative TSR performance during the period regardless of final ranking. For the 2020-2022 performance period, Alpha’s TSR was 1,947.89% and ranked 1st among the LTIP peer group. This resulted in an interpolated performance of 200.00% and a weighted payout of 100.00%. |
DEFERRED COMPENSATION
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 (none in 2024), 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 2024). 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.
EMPLOYMENT AGREEMENTS AND EXECUTIVE OFFER LETTERS
EMPLOYMENT AGREEMENTS AND EXECUTIVE OFFER LETTERS Our CEO 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 as of December 31, 2024 are described under “Potential Payments on Termination and Change in Control—Chief Executive Officer”. No other NEOs had individual employment agreements with the Company as of December 31, 2024, 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 KESP. On January 31, 2025, the Company entered into an amended and restated employment agreement with our CEO, the CEO Employment Agreement, and entered into new employment agreements with each of our other NEOs, the Other NEO Employment Agreements, which are intended to promote the retention of the Company’s executive officers and to otherwise help ensure the stability of the Company’s leadership. Under the terms of the Employment Agreements, each NEO will serve in his respective capacity through January 31, 2028. See the discussion above under “Recent Developments” for more information related to the NEO Employment Agreements.
NON-CEO SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS
NON-CEO SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS Our NEOs (other than Mr. Eidson) were participants in our KESP in 2024, 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 as of December 31, 2024 are described below under “Potential Payments on Termination and Change in Control—Key Employee Separation Plan”. Effective January 31, 2025, the Other NEO Employment Agreements terminated our other NEOs’ participation in the KESP, but provide similar severance benefits following a qualifying termination of employment and enhanced benefits in connection with a change in control. 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 Employment Agreement, the Other NEO Employment Agreements 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).
TAX AND ACCOUNTING CONSIDERATIONS
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 $1 million paid in any taxable year to its chief executive officer, chief financial officer and certain other executive officers. The compensation committee considers tax deductibility in making compensation decisions, but it is fully authorized, in the exercise of its business judgment and in accordance with its compensation philosophy, to approve compensation that is not tax-deductible when it believes that such payments are in our stockholders’ best interests.
TIMING OF AWARDS
TIMING OF AWARDS We do not backdate or retroactively grant restricted stock units and generally schedule board and compensation committee meetings during the prior year. Further, we generally make annual equity award grants to our directors and named executive officers at approximately the same times each year and do not time equity awards to take advantage of the release of earnings or other major announcements by us, material nonpublic information or market conditions. We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments.
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE The following summary compensation table sets forth information concerning the compensation of our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022.
2024 SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION | FISCAL YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | 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 | 2024 | 850,000 | — | 2,941,754 | 1,100,538 | — | 53,601 | 4,945,893 | | | 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 | | J. Todd Munsey EVP and Chief Financial Officer | 2024 | 500,000 | 147,837 | 1,153,723 | 662,344 | — | 14,104 | 2,478,008 | | | 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 | 2024 | 700,000 | — | 1,817,116 | 725,060 | — | 36,627 | 3,278,803 | | | 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 | | Daniel E. Horn EVP, Chief Commercial Officer | 2024 | 500,000 | — | 1,153,723 | 517,900 | — | 35,579 | 2,207,202 | | | 2023 | 500,000 | 15,933 | 1,244,510 | 781,968 | 43,112 | 36,917 | 2,622,440 | | | 2022 | 488,462 | 265,933 | 1,055,731 | 650,000 | 33,372 | 41,976 | 2,535,474 | | Mark M. Manno EVP, General Counsel and Secretary | 2024 | 255,769 | — | — | 290,283 | — | 3,199 | 549,251 | | Roger L. Nicholson Former EVP, Chief Administrative Officer, General Counsel and Secretary | 2024 | 241,026 | — | 1,153,723 | 208,219 | — | 1,533,682 | 3,136,650 | | | 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 |
2024 SUMMARY COMPENSATION TABLE
| (1) For 2024, the values set forth in this column reflect the third and final vesting tranche of the January 29, 2021 time-vested cash-based award to Mr. Munsey ($70,000) that vested in 2024, and the second vesting tranche of the January 25, 2022 time-vested cash-based award to Mr. Munsey ($77,837) that vested in 2024. |
2024 SUMMARY COMPENSATION TABLE
| For 2023, 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), Horn ($15,933) 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. |
2024 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 NEO. 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), Horn ($15,933) 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. |
2024 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 2024 Annual Report. |
2024 SUMMARY COMPENSATION TABLE
| For 2024, the values set forth in this column reflect grants on January 24, 2024 of (i) PSUs to our NEOs with a grant date fair value of $400.93 per share for the safety and production components and a grant date fair value of $531.08 per share for the rTSR performance component and (ii) RSUs granted to our NEOs with a grant date fair value of $400.93 per share. Assuming maximum achievement of performance conditions, the value of the PSUs for Messrs. Eidson, Munsey, Whitehead, Horn and Nicholson at the grant date was $3,121,101, $1,224,135, $1,927,873, $1,224,135 and $1,224,135, respectively. |
2024 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. Assuming maximum achievement of performance conditions, the value of the PSUs for Messrs. Eidson, Munsey, Whitehead, Horn and Nicholson at the grant date was $3,493,475, $1,260,398, $2,157,652, $1,370,222 and $1,370,222, respectively. |
2024 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 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, Horn and Nicholson at the grant date was $3,512,503, $1,580,609, $1,170,899 and $1,170,899, respectively. |
2024 SUMMARY COMPENSATION TABLE
| (3) The values set forth in this column represent annual bonuses earned under our AIB in respect of 2024 performance based on achievement of the performance metrics described under “2024 Annual Bonuses”, the safety component payout of the January 29, 2021 cash-based performance awards to Mr. Munsey ($112,875), the production component payout of the January 29, 2021 cash-based performance awards to Mr. Munsey ($31,569) that vested in 2024. |
2024 SUMMARY COMPENSATION TABLE
| (4) The values set forth in this column represent deferred compensation earnings during the year under the Deferred Compensation Plan. For 2024, the Company did not make any contributions to the Deferred Compensation Plan. For 2022, 2023 and 2024, there were no above-market or preferential earnings on non-qualified deferred compensation. |
2024 SUMMARY COMPENSATION TABLE
| (5) The values set forth in this column include for 2024 (i) 401(k) employer matching contributions for Messrs. Eidson ($13,800), Munsey ($11,764), Whitehead ($13,800), Horn ($11,764) and Nicholson ($11,104), (ii) imputed income on group term life insurance for Messrs. Eidson ($6,030), Munsey ($2,340), Whitehead ($4,950), Horn ($15,444), Manno ($2,749) and Nicholson ($7,128), (iii) imputed income related to the use of a Company vehicle for each Messrs. Eidson ($14,940) and Whitehead ($16,735), (iv) a vehicle allowance paid to Mr. Horn ($7,800), (v) mobile phone allowances paid to Messrs. Whitehead ($900), Manno ($450) and Nicholson ($450) and (vi) amounts paid as cash severance and outplacement services to Mr. Nicholson ($1,515,000) in connection with the termination of his employment, other than the value of equity award acceleration and pro-rata bonus for 2024. A complete description of the amount paid to Mr. Nicholson in connection with the termination of his employment (including the value of equity award acceleration and the pro-rata bonus) is described under “Non-CEO Severance and Change in Control Arrangements”. This column also includes amounts reflecting the use of Company aircraft for non-business travel during 2024 for Messrs. Eidson ($18,831), Whitehead ($242) and Horn ($571), which are the actual costs to the Company. Non-business use of Company aircraft allows for more efficient use of the CEO’s or NEO’s time. Non-business use of corporate aircraft results in imputed income to the executive according to Internal Revenue Code and U.S. Department of Transportation requirements. |
2024 GRANTS OF PLAN-BASED AWARDS
2024 GRANTS OF PLAN-BASED AWARDS The following table sets forth information concerning grants of plan-based awards made to our NEOs during the fiscal year ended December 31, 2024.
2024 GRANTS OF PLAN-BASED AWARDS
| | | ESTIMATED FUTURE PAYOUTS UNDER NON- EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(4) ($) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | C. Andrew Eidson | — | 531,250 | 1,062,500 | 2,125,000 | — | — | — | — | — | | | 1/24/2024 | — | — | — | 1,034 | 2,067 | 4,134 | — | 828,722 | | | 1/24/2024 | — | — | — | 689 | 1,378 | 2,756 | — | 731,828 | | | 1/24/2024 | — | — | — | — | — | — | 3,445 | 1,381,204 | | J. Todd Munsey | — | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | | 1/24/2024 | — | — | — | 405 | 810 | 1,620 | — | 324,753 | | | 1/24/2024 | — | — | — | 271 | 541 | 1,082 | — | 287,314 | | | 1/24/2024 | — | — | — | — | — | — | 1,351 | 541,656 | | Jason E. Whitehead | — | 350,000 | 700,000 | 1,400,000 | — | — | — | — | — | | | 1/24/2024 | — | — | — | 639 | 1,277 | 2,554 | — | 511,988 | | | 1/24/2024 | — | — | — | 426 | 851 | 1,702 | — | 451,949 | | | 1/24/2024 | — | — | — | — | — | — | 2,128 | 853,179 | | Daniel E. Horn | — | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | | 1/24/2024 | — | — | — | 405 | 810 | 1,620 | — | 324,753 | | | 1/24/2024 | — | — | — | 271 | 541 | 1,082 | — | 287,314 | | | 1/24/2024 | — | — | — | — | — | — | 1,351 | 541,656 | | Mark M. Manno | — | 140,125 | 280,250 | 560,500 | — | — | — | — | — | | Roger L. Nicholson | — | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | | 1/24/2024 | — | — | — | 405 | 810 | 1,620 | — | 324,753 | | | 1/24/2024 | — | — | — | 271 | 541 | 1,082 | — | 287,314 | | | 1/24/2024 | — | — | — | — | — | — | 1,351 | 541,656 |
2024 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 2024 as described under “2024 Annual Bonuses.” |
2024 GRANTS OF PLAN-BASED AWARDS
| (2) This column reflects the number of shares of common stock subject to PSUs granted on January 24, 2024 under the 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, 2026. |
2024 GRANTS OF PLAN-BASED AWARDS
| (3) This column reflects the number of shares of common stock underlying RSUs granted on January 24, 2024 under the 2018 LTIP that are scheduled to vest, subject to continued employment, in equal installments on each of January 24, 2025, 2026 and 2027. |
2024 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 2024 Annual Report. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT 2024 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, 2024.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
| | | STOCK AWARDS | | | | | OFFICER | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(1) (#) | MARKET VALUE OF SHARES OF 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 | 1/25/2022 | 3,505 | 729,899 | — | — | | | 1/25/2022 | — | — | 14,025 | 2,920,622 | | | 1/25/2023 | 5,558 | 1,123,049 | — | — | | | 1/25/2023 | — | — | 8,337 | 1,684,574 | | | 1/24/2024 | 3,445 | 689,413 | — | — | | | 1/24/2024 | — | — | 3,445 | 689,413 | | J. Todd Munsey | 1/25/2022 | — | — | — | 173,946 | | | 1/25/2023 | 2,005 | 405,130 | — | — | | | 1/25/2023 | — | — | 3,008 | 607,796 | | | 1/24/2024 | 1,351 | 270,362 | — | — | | | 1/24/2024 | — | — | 1,351 | 270,362 | | Jason E. Whitehead | 1/25/2022 | 3,797 | 790,706 | — | — | | | 1/25/2022 | — | — | 15,194 | 3,164,060 | | | 1/25/2023 | 3,433 | 693,672 | — | — | | | 1/25/2023 | — | — | 5,149 | 1,040,407 | | | 1/24/2024 | 2,128 | 425,855 | — | — | | | 1/24/2024 | — | — | 2,128 | 425,855 | | Daniel E. Horn | 1/25/2022 | 2,596 | 540,604 | — | — | | | 1/25/2022 | — | — | 10,389 | 2,163,450 | | | 1/25/2023 | 2,180 | 440,941 | — | — | | | 1/25/2023 | — | — | 3,270 | 660,736 | | | 1/24/2024 | 1,351 | 270,362 | — | — | | | 1/24/2024 | — | — | 1,351 | 270,362 | | Mark M. Manno | | — | — | — | — | | Roger L. Nicholson | | — | — | — | — |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
| (1) The remaining vesting tranche of the RSUs granted to each of the NEOs on January 25, 2022 vested on January 25, 2025. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
| (2) The market value calculations reported in this column are computed by multiplying $200.12, the closing market price per share of our common stock on December 31, 2024, by the number of shares or units underlying the award, plus accrued cash dividend equivalents. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
| (3) For NEOs other than Mr. Munsey, the January 25, 2022 awards in this column are reflected at actual performance for the 2022-2024 performance period, although these awards were still subject to the vesting period as of December 31, 2024. The actual performance for the 2022-2024 performance period was 133.35% of target. These awards will be paid on or immediately after the vesting date of January 25, 2025. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
| (4) The market value calculations reported in this column are computed by multiplying $200.12, the closing market price per share of our common stock on December 31, 2024, by the number of units underlying the award and includes accrued cash dividend equivalents. See “Long-Term Incentive Awards” for a description of how payouts for PSUs are determined. If earned, the awards will be paid at vesting after the end of the 2022-2024, 2023-2025 and 2024-2026 performance periods in unrestricted shares of common stock. For NEOs other than Mr. Munsey, the values of the January 25, 2022 awards in this column are reflected at actual performance for the 2022-2024 performance period, which was 133.35% of target. These awards will be paid on or immediately after the vesting date of January 25, 2025. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END
| For Mr. Munsey, this column reflects the rTSR component of the performance-based cash awards granted on January 25, 2022 for the 2022-2024 performance period and adjusted for 186.23% performance, which will be paid after the January 25, 2025 vest date. |
OPTION EXERCISES AND STOCK VESTED IN 2024
OPTION EXERCISES AND STOCK VESTED IN 2024 The following table details information about options exercised (if any) by our NEOs and the vesting of stock awards held by our NEOs during the fiscal year ended December 31, 2024.
OPTION EXERCISES AND STOCK VESTED IN 2024
| | STOCK AWARDS(1) | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | C. Andrew Eidson | 97,591 | 38,471,486 | | J. Todd Munsey | 1,003 | 560,464 | | Jason E. Whitehead | 104,430 | 41,171,270 | | Daniel E. Horn | 51,032 | 20,120,971 | | Mark M. Manno | — | — | | Roger L. Nicholson(2) | 82,595 | 31,721,198 |
OPTION EXERCISES AND STOCK VESTED IN 2024
| (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 component of the performance-based cash awards granted on January 29, 2021 to Mr. Munsey ($168,000) for the 2021-2023 performance period, which was adjusted for 200% performance and paid out on January 29, 2024 with no issuance of shares. |
OPTION EXERCISES AND STOCK VESTED IN 2024
| (2) Includes the value of acceleration of equity awards in connection with the termination of employment of Mr. Nicholson as described under “Non-CEO Severance and Change In Control Arrangements.” |
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION The following table provides information on the nonqualified deferred compensation of our NEOs in and as of the end of 2024. The material terms of the Deferred Compensation Plan are described above under “Deferred Compensation.”
NONQUALIFIED DEFERRED COMPENSATION
| NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($) | 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 | — | — | 16,787 | — | 341,660 | | J. Todd Munsey | — | — | 6,564 | — | 133,592 | | Jason E. Whitehead | — | — | 7,660 | — | 155,906 | | Daniel E. Horn | — | — | 4,623 | — | 94,094 | | Mark M. Manno | — | — | — | — | — | | Roger L. Nicholson | — | — | 3,968 | (109,320) | — |
NONQUALIFIED DEFERRED COMPENSATION
| (1) The Company did not make any contributions to the Deferred Compensation Plan for the 2024 plan year. |
NONQUALIFIED DEFERRED COMPENSATION
| (2) Amounts reflect interest credited to NEOs’ accounts during 2024. These amounts are not reflected in the Summary Compensation Table because there were no preferential or above-market earnings. |
NONQUALIFIED DEFERRED COMPENSATION
| (3) Balances reported in this column include all contributions after applicable payroll taxes, which were reported as compensation to the NEOs in the Summary Compensation Table in this and applicable previous years. |
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.
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 2024, Mr. Eidson, in comparison to the annual total compensation of our median employee. For 2024, the annual total compensation of our median employee was $91,149 and the annual total compensation of our CEO was $4,945,893. Therefore, the ratio of these two amounts was 54.3 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, 2024, which included 4,033 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.
Pay Versus Performance
Pay Versus Performance The information below 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.
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.
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, 2023 and 2024, 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”.
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) | | 2024 | 4,945,893 | 2,831,415 | 2,329,983 | 1,111,147 | 2,328.20 | 252.65 | 188 | 408 | | 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 |
Pay Versus Performance Table
| (1) Mr. Eidson was our CEO in fiscal year 2023 and 2024 and an NEO in fiscal years 2020, 2021 and 2022. Mr. Stetson was our CEO in fiscal years 2020, 2021 and 2022 and an NEO in fiscal year 2023. Our Other NEOs, Messrs. Munsey, Whitehead, Horn, Manno and Nicholson, served during each disclosed fiscal year except for Mr. Munsey, who was not an NEO in fiscal years 2020 and 2021, Mr. Horn who was not an NEO in fiscal year 2023, and Mr. Manno who was not an NEO in fiscal years 2020-2023. 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. |
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. |
Pay Versus Performance Table
| (3) In 2024, Compass Minerals International, Inc. and Commercial Metals Co. were removed from the proxy peer group, primarily due to their company size, revenues and market capitalization. Ryerson Holding Corporation, ATI Inc. and Kaiser Aluminum Corporation were added to the proxy peer group, primarily due to comparable company size, revenues and market capitalization. Schnitzer Steel Industries, Inc. changed its name to Radius Recycling, Inc., TimkenSteel Corp. changed its name to Metallus Inc. and Worthington Industries, Inc. spun off into two companies, one of which was Worthington Steel, Inc. and remained in our proxy peer group. If using the same peer group as 2023, the peer group cumulative TSR (based on the value of a $100 investment) would have been $232.02. For the full list of companies included in our 2024 peer group, see “Compensation Disclosure and Analysis”. |
Pay Versus Performance Table
| In 2022 and 2023, we made no changes to our proxy peer group as compared to 2021. |
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. |
Pay Versus Performance Table
| 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 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. |
Pay Versus Performance Table
| (4) 2020 GAAP Net Income includes a loss from discontinued operations of ($205,429,837). |
Pay Versus Performance Table
| (5) See “Relationship Between Pay and Adjusted EBITDA” below for further discussion on how Adjusted EBITDA is derived from the audited financials. |
Pay Versus Performance Table
| | SCT TOTAL ($)(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 | | | | | | | | | | 2024 | 4,945,893 | (2,941,754) | 1,327,415 | — | (5,120,287) | 4,620,148 | — | 2,831,415 | | 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 | | | | | | | | | | 2024 | 2,329,983 | (1,055,657) | 400,326 | — | (1,645,689) | 1,497,063 | (414,879) | 1,111,147 | | 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 |
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. |
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. Mr. Manno did not have any stock awards granted in 2024. |
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. For 2024, the amounts included for Mr. Nicholson reflect the fair value of his 2024 equity compensation as of his termination date, May 31, 2024, rather than as of year-end. |
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. |
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. |
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. |
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. |
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 |
Pay Versus Performance Table
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.
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. All outstanding options were vested as of March 7, 2020. |
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS The board of directors currently has six 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.
PROPOSAL 1 — ELECTION OF DIRECTORS
| Joanna Baker de Neufville | Kenneth S. Courtis | | C. Andrew Eidson | Michael Gorzynski | | Shelly Lombard | Daniel D. Smith |
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.
PROPOSAL 1 — ELECTION OF DIRECTORS
| The Board of Directors unanimously recommends that you vote “FOR” each director nominee named above. |