DEF 14A of Warrior Met Coal, Inc., Mar 13, 2025

DEF 14A of Warrior Met Coal, Inc.

Filed Mar 13, 2025 · FY20240001193125-25-053540

Open on EDGAR

  1. Business of the Annual Meeting of Stockholders

    | | Page | | Potential Payments Upon a Termination of Employment or Change in Control | 69 | | Pay Versus Performance | 72 | | Pay Ratio | 76 | | Director Compensation | 77 | | Proposal 2—Advisory Vote on the Compensation of Our Named Executive Officers | 79 | | Required Vote for Approval and Recommendation of the Board of Directors | 79 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 80 | | Review and Approval of Related Person Transactions | 80 | | Related Person Transactions Entered into by the Company | 80 | | REPORT OF THE AUDIT COMMITTEE | 81 |

  2. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors

  3. Our Board of Directors

    Our Board of Directors Our Certificate of Incorporation and Bylaws provide that our Board of Directors consists of a single class of directors and that the terms of office of the directors is one year from the time of their election until the next annual meeting of stockholders and until their successors are duly elected and qualified. In addition, our Certificate of Incorporation and Bylaws provide that, in general, vacancies on our Board may be filled by a majority of directors in office, even if less than a quorum, or by a sole remaining director (and not by the stockholders). Our Certificate of Incorporation provides that the authorized number of directors will be not less than seven nor more than ten, and the exact number of directors will be fixed from time to time exclusively by our Board pursuant to a resolution adopted by a majority of the whole Board. We currently have six directors; accordingly, there is one vacancy on the Board. The Board of Directors has nominated the five individuals named in this proposal for election as directors to serve on our Board. Each nominee is currently a member of the Board. Directors elected at the Annual Meeting will be elected to hold office until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the present Board to fill the vacancy, but in no event may the proxies be voted for more than five nominees. The Company is not aware of any nominee who will be unable or will decline to serve as a director. Our Board of Directors seeks to ensure that the Board is composed of members whose experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and the laws and stock exchange rules that govern its affairs. We have no minimum qualifications for director candidates. In general, however, our Board will review and evaluate both incumbent and potential new directors in an effort to achieve diversity of skills and experience among our directors and in light of the following criteria:

  4. Our Board of Directors

    | • | breadth of knowledge regarding our business or industry; |

  5. Our Board of Directors

    | • | high-level managerial experience in large organizations; |

  6. Our Board of Directors

    | • | specific skills, experience or expertise related to an area of importance to us, such as mining industry knowledge, government, policy, finance or law; |

  7. Our Board of Directors

    | • | whether the candidate would be considered independent; |

  8. Our Board of Directors

    | • | moral character and integrity; |

  9. Our Board of Directors

    | • | commitment to our stockholders’ interests; |

  10. Our Board of Directors

    | • | ability to provide insights and practical wisdom based on experience and expertise; |

  11. Our Board of Directors

    | • | ability to read and understand financial statements; and |

  12. Our Board of Directors

    | • | ability to devote the time necessary to carry out the duties of a director, including attendance at meetings and consultation on company matters. |

  13. Our Board of Directors

    Our Board of Directors has no specific requirements regarding diversity but believes that its membership should reflect a diversity of skills, experience and backgrounds. In assessing the experience, qualifications, attributes and skills that led our Nominating and Corporate Governance Committee and Board of Directors to conclude that each director has the appropriate qualifications to serve as a director of the Company, the Board focused on the information discussed in each of the director nominees’ individual biographies set forth on pages 16 through 20 of this Proxy Statement. Our Nominating and Corporate Governance Committee and Board also considered a number of competencies that they believe each director nominee demonstrates, including a reputation for integrity and honesty, prominence in the businesses, institutions or professions each serves, an ability to exercise sound and independent business judgment, relevant knowledge about the issues affecting the Company’s business and industry, and a

  14. Our Board of Directors

    | Warrior | | 2025 Proxy Statement | 13 |

  15. Our Board of Directors

    commitment of service to the Company and the Board. In evaluating the suitability of the director nominees for re-election, our Nominating and Corporate Governance Committee also considered the director’s past performance, including attendance at meetings and participation in and contributions to the activities of the Board and its committees, as applicable.

  16. Qualifications and Experience of the Director Nominees

    Qualifications and Experience of the Director Nominees Our Nominating and Corporate Governance Committee and Board believe our director nominees possess the broad and diverse skills, experience and backgrounds required to oversee management of our large, complex global business and to carry out their responsibilities as directors. The following chart provides an overview of the experiences, expertise and skills that allow our directors to effectively oversee our strategy and operations:

  17. Qualifications and Experience of the Director Nominees

    | Director Experience, Expertise and Skills | | Importance to Warrior Met Coal | | | CEO Experience | CEO EXPERIENCE gives our Board strong leadership and experience across a range of corporate governance, strategic planning, finance, operational, management and succession planning matters. | | | Corporate Governance/Corporate Responsibility Experience | CORPORATE GOVERNANCE/CORPORATE RESPONSIBILITY EXPERIENCE supports our emphasis on strong Board and management accountability, transparency, protection of shareholder interests and long-term value creation. Knowledge of risk management principles and practices in the key risk areas the Company faces enables directors to probe risk controls and minimize exposures. | | | Financial Expertise | FINANCIAL EXPERTISE provides our Board with the financial acumen necessary to inform its oversight of our financial performance and reporting, internal controls and long-term strategic planning. Experience overseeing the allocation of capital to ensure risk-adjusted financial returns, including strengthening our capital structure, evaluating investment decisions and optimizing asset portfolios, provides our Board necessary acumen when evaluating capital projects. | | | Health, Safety & Environmental Expertise | HEALTH, SAFETY & ENVIRONMENTAL EXPERTISE including knowledge of leading health, safety and environmental practices and related governmental requirements, including sustainability and corporate responsibility practices and reporting, gives directors a deep understanding of the regulatory environment in which the Company operates. | | | International/M&A Execution Experience | INTERNATIONAL/M&A EXECUTION EXPERIENCE conducting business internationally, as well as evaluating and executing potential merger or acquisition activity, is relevant to the global nature of our business and to our long-term strategic planning. | | | Labor/Human Resources Experience | LABOR/HUMAN RESOURCES EXPERIENCE enables directors to make important contributions to our efforts to engage in robust succession planning, designing compensation plans, maintaining positive labor relations with our workforce, and attracting and retaining high-performance employees. | | | Marketing/Communications Experience | MARKETING/COMMUNICATIONS EXPERIENCE provides guidance in our strategic efforts to develop new and existing markets, as well as to communicate effectively with our stakeholders - investors, communities, employees, governments, etc. | | | Mining Industry Knowledge | MINING INDUSTRY KNOWLEDGE at a senior level with mining operations, including production, exploration, reserves, capital projects and related technology, provides valuable, in-depth knowledge of our industry and/or the end markets we serve with a detailed understanding of our business challenges and opportunities. Also, gives our Board a practical understanding of the development and implementation of our business plan and of the risks and opportunities that can impact our operations and strategies. |

  18. Qualifications and Experience of the Director Nominees

    | 14 | Warrior | | 2025 Proxy Statement |

  19. Qualifications and Experience of the Director Nominees

    The following matrix highlights the mix of key skills and expertise that, among other factors, led our Nominating and Corporate Governance Committee and Board to recommend these nominees for election to the Board. The matrix is intended to depict notable areas of focus for each director nominee, and the absence of a mark does not mean that a particular director does not possess that qualification or skill. The matrix also sets forth other key attributes of our directors, including age, tenure as a director, and other current public company boards.

  20. Qualifications and Experience of the Director Nominees

    | | | Director Nominees | | | | | | Director Experience, Expertise and Skills | | J. Brett Harvey | Walter J. Scheller, III | Lisa M. Schnorr | Alan H. Schumacher | Stephen D. Williams | | | CEO Experience | ✓ | ✓ | | ✓ | ✓ | | | Corporate Governance/Corporate Responsibility Experience | ✓ | ✓ | ✓ | ✓ | | | | Financial Expertise | ✓ | ✓ | ✓ | ✓ | | | | Health, Safety & Environmental Expertise | ✓ | ✓ | | | ✓ | | | International/M&A Execution Experience | ✓ | ✓ | ✓ | ✓ | ✓ | | | Labor/Human Resources Experience | ✓ | ✓ | ✓ | ✓ | ✓ | | | Marketing/Communications Experience | ✓ | ✓ | ✓ | ✓ | | | | Mining Industry Knowledge | ✓ | ✓ | | | ✓ | | | Age (Years) | 74 | 64 | 59 | 78 | 61 | | | Tenure as a Director (Years) | 8 | 9 | 2 | 8 | 9 | | | Other Current Public Company Boards | 2 | 0 | 2 | 2 | 0 |

  21. Qualifications and Experience of the Director Nominees

    | Warrior | | 2025 Proxy Statement | 15 |

  22. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors These are the nominees for election to the Board, as recommended by the Nominating and Corporate Governance Committee. The stock ownership with respect to each nominee is set forth in the “Security Ownership of Certain Beneficial Owners and Management” table on page 85.

  23. Nominees for Election to the Board of Directors

    | Age: 74 Director since: 2017 Board Committees: Compensation (Chair) Nominating and Corporate Governance Key Skills: Independent Director | J. Brett Harvey, Independent Chairman of the Board Reasons for Nomination: Mr. Harvey’s distinguished 40-plus year career in the coal mining and energy industries, including extensive experience in executive leadership roles, provides him with significant operational experience and industry-specific business knowledge that enhance the Board’s discussions on industry trends and their impact on Warrior’s business strategy. His oversight experience on several public company boards has driven several corporate transformation efforts, such as the successful execution of strategic M&A transactions. Mr. Harvey is a member of the West Virginia Coal Hall of Fame. Having served on Warrior’s Board as Lead Independent Director (2018-2022) and Chairman since 2023, Mr. Harvey also contributes to the Board his deep understanding of the Company and its strategy and culture. Experience: • CONSOL Energy Inc. (NYSE: CEIX), a coal and natural gas export company ○ Chairman (2010–2016), CEO (1998–2014), President (1998–2011) • PacifiCorp Energy Inc., an electric power company - President and CEO (1995-1998), senior management positions with increasing scope of responsibilities Other Public Directorships – Current: • Barrick Gold Corporation (NYSE: GOLD) (since 2005) • ATI Inc. (NYSE: ATI) (since 2007) Other Public Directorships – Past: • CONSOL Energy Inc. (NYSE: CEIX) (1998–2016) • CNX Gas Corporation (NYSE: CNX) (2004–2014) Education: B.S. in Mining and Engineering, University of Utah |

  24. Nominees for Election to the Board of Directors

    | 16 | Warrior | | 2025 Proxy Statement |

  25. Nominees for Election to the Board of Directors

    | Age: 64 Director since: 2016 Board Committees: Sustainability, Environmental, Health and Safety Key Skills: | Walter J. Scheller, III Reasons for Nomination: Mr. Scheller contributes to the Board his extensive knowledge of the coal mining industry, along with strategic leadership and operational expertise critical to Warrior Met Coal’s success, gained over his 40-plus year career in the energy sector. His deep understanding of the business, evolving industry risks and insights into the Company’s culture — along with expertise in operations and talent management — serve as a critical bridge between the Board and the management team, enabling the Board to effectively oversee the shareholder value creation strategy. Mr. Harvey is a member of the West Virginia Coal Hall of Fame. Experience: • Warrior Met Coal ○ CEO and Director (since 2016) • Walter Energy, Inc., a metallurgical coal producer for the global steel industry ○ CEO (2011–2016, until certain mining assets were acquired by Warrior Met Coal, LLC, the predecessor of the Company) ○ President and COO, Jim Walter Resources, Inc. subsidiary (2010–2011) • Peabody Energy Corporation, a pure play coal company ○ SVP, Strategic Operations (2006–2010) • CONSOL Energy Inc. and affiliated companies, a coal and natural gas export company ○ VP, Operations and other executive and operational roles with increasing scope of responsibilities (1984-2006) Other Public Directorships — Past: • Walter Energy, Inc. (2011–2016) Education: • B.S. in Mining Engineering, West Virginia University • J.D., Duquesne University • MBA, University of Pittsburgh |

  26. Nominees for Election to the Board of Directors

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  27. Nominees for Election to the Board of Directors

    | Age: 59 Director since: 2022 Board Committees: Audit Compensation Nominating and Corporate Governance (Chair) Sustainability, Environmental, Health and Safety Key Skills: Independent Director | Lisa M. Schnorr Reasons for Nomination: Ms. Schnorr has held numerous financial leadership positions with public companies and brings to the Board her deep expertise in capital allocation strategies, accounting principles, financial reporting, internal controls and complex M&A financing. Her experience leading talent management functions for global teams and implementing best practices in human capital management across international operations offers valuable perspective to the Board’s oversight of Warrior’s talent management strategies and labor relations. Ms. Schnorr qualifies as a SEC and NYSE “Audit Committee Financial Expert.” Experience: • Constellation Brands, a leading global producer of beer, wine and spirits ○ SVP and Project Lead, Digital Enablement (2019–2021) ○ CFO, Wine & Spirits Division (2017–2019) ○ Corporate Controller (2015–2017) ○ SVP, Total Rewards (2014–2015) ○ VP, Compensation and HRIS (2011–2013) ○ Senior leadership roles, including VP, JV Business Development, CFO, Australian Division and VP, Strategy, Finance, Investor Relations (2004-2011) • Held financial and accounting positions at various public and private companies, after starting her career in 1987 at PricewaterhouseCoopers, a leading public accounting firm Other Public Directorships — Current: • Graham Corporation (NYSE: GHM) (since 2014) Other Public Directorships — Past: • Vintage Wine Estates (NASDAQ: VWE) (2021-2024) Education: • B.S. in Accounting, State University of New York at Oswego |

  28. Nominees for Election to the Board of Directors

    | 18 | Warrior | | 2025 Proxy Statement |

  29. Nominees for Election to the Board of Directors

    | Age: 78 Director since: 2017 Board Committees: Audit (Chair) Compensation Key Skills: Independent Director | Alan H. Schumacher Reasons for Nomination: Mr. Schumacher brings critical insights to the oversight of the Audit Committee, having served for over a decade on the Federal Accounting Standards Advisory Board. With decades of experience as a director on several public company boards, he contributes extensive expertise in accounting principles, financial reporting and internal controls, in addition to best practices in corporate governance. Additionally, Mr. Schumacher brings extensive human resources and human capital management expertise, acquired through his executive leadership roles, where he fostered talent management strategies that were key to driving corporate growth and the success of corporate development initiatives. Mr. Schumacher is a certified public accountant. Mr. Schumacher qualifies as a SEC and NYSE “Audit Committee Financial Expert.” Experience: • American National Can Corporation, a multinational packaging company ○ Executive Vice President and Chief Financial Officer (1997–2000) ○ VP, Controller and Chief Accounting Officer (1985–1996) • Member of the Federal Accounting Standards Advisory Board (2002–2012) Other Public Directorships – Current: • EVERTEC, Inc. (NYSE: EVTC) (since 2013) • Albertsons Companies, Inc. (NYSE: ACI) (since 2015) Other Public Directorships – Past: • Blue Bird Corporation (NASDAQ: BLBD) (2008–2023) • BlueLinx Holdings Inc. (NYSE: BXC) (2004–2021) • Noranda Aluminum Holding Corporation (2008–2016) • Quality Distribution, Inc. (2004–2015) Education: • B.S. in Accounting, University of Illinois • MBA, Roosevelt University |

  30. Nominees for Election to the Board of Directors

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  31. Nominees for Election to the Board of Directors

    | Age: 61 Director since: 2016 Board Committees: Sustainability, Environmental, Health and Safety Key Skills: | Stephen D. Williams Reasons for Nomination: Mr. Williams contributes valuable coal mining industry expertise to Board discussions, acquired over his numerous executive leadership roles in the coal sector, with a particular focus on longwall coal mine operations, strategic M&A, and ultimate responsibility over miners’ health and safety and operational environmental compliance. This hands-on experience and his prior service as Warrior’s Chairman of the Board (2016-2022) enable him to contribute significant insights to the Board oversight of the nuances of Warrior Met Coal’s operations and shareholder value creation strategy. Experience: • Stephen D. Williams Consulting, consulting firm specializing in evaluating coal operations in potential M&A transactions ○ Founder and CEO (since 2015) • Coal Acquisition LLC, a predecessor coal mining company of Warrior Met Coal ○ Interim CEO (2015–2016) • Mechel Bluestone, Inc., a mining company ○ CEO (2013–2015) • NRI, LLC, global coal and industrial minerals investment company ○ COO with a focus on coal acquisitions (2010–2012) • INR Energy, LLC, an investment company specializing in coal and industrial minerals mining operations ○ COO (2009–2010) • Cliffs Natural Resources, a steel manufacturing company ○ SVP, North American Coal (2007–2009) Education: • B. S. in Mining Engineering, West Virginia University • J.D., West Virginia University |

  32. Nominees for Election to the Board of Directors

    There are no family relationships between or among any of our director nominees or executive officers. The principal occupation and employment during the past five years of each of our director nominees was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There are no legal proceedings to which any of our directors is a party adverse to us or any of our subsidiaries or in which any such person has a material interest adverse to us or any of our subsidiaries.

  33. Board of Directors

    Board of Directors The Board of Directors has general oversight responsibility for the Company’s affairs and is guided in its duties and responsibilities pursuant to Delaware law, the Company’s Certificate of Incorporation, Bylaws, Corporate Governance Guidelines and other Company policies, as well as applicable rules and regulations of the SEC, NYSE and other regulatory authorities. The members of the Board are elected by the stockholders and the Board to oversee the management and strategic objectives of the Company’s business to ensure that the long-term interests of the stockholders are being served. Directors are chosen for their ability to contribute to the broad range of issues that come before the Board and its committees. Our Board of Directors seeks to ensure that the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to effectively satisfy its responsibilities to the stockholders. As part of our annual Board self-evaluation process, the Board evaluates whether or not the Board as a whole has the appropriate mix of skills, experience and backgrounds in relation to the needs of the Company for the current issues facing the Company.

  34. Process for Stockholders to Recommend Director Nominees and Make Nominations

    Process for Stockholders to Recommend Director Nominees and Make Nominations Directors to be nominated by the Company for election at the annual stockholders’ meeting are approved by the Board of Directors upon recommendation by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee considers candidates for Board membership from recommendations by third-party executive search firms and candidates recommended

  35. Process for Stockholders to Recommend Director Nominees and Make Nominations

    | Warrior | | 2025 Proxy Statement | 23 |

  36. Process for Stockholders to Recommend Director Nominees and Make Nominations

    by stockholders and by management, as well as recommendations from its committee members and other members of the Board. Pursuant to the Board’s Policy on Board Diversity, the Nominating and Corporate Governance Committee will work with executive search firms that understand the Company’s values and approach to director recruitment, and will comply with those values and approach in identifying and proposing suitable candidates for appointment to the Board. The Nominating and Corporate Governance Committee considers various factors in its review, including an assessment of the prospective nominee’s independence, skills, professional accomplishments, experience and industry background, personal and professional integrity, diversity of opinion, relevant knowledge about the issues affecting the Company’s businesses and industry, and the prospective nominee’s ability to dedicate sufficient time to the performance of his or her duties on the Board. If the Nominating and Corporate Governance Committee decides to proceed with further consideration, members of the Nominating and Corporate Governance Committee, as well as other members of the Board as appropriate, may interview the nominee. After completing this evaluation and interview, the Nominating and Corporate Governance Committee makes a recommendation to the full Board as to whether the Board should elect the new director or nominate the candidate for election by the stockholders. A stockholder who wishes to have the Nominating and Corporate Governance Committee consider a prospective director nominee should notify the Company’s Corporate Secretary in writing by delivering a notice that contains the information specified in Section 3.2 of the Company’s Bylaws relating to stockholder nominations, along with any supporting material the stockholder deems appropriate. The Corporate Secretary will promptly forward these materials to the Chair of the Nominating and Corporate Governance Committee and the Chairman of the Board. The Nominating and Corporate Governance Committee may contact recommended candidates to request additional information necessary for its evaluation or for disclosure under applicable SEC rules, including without limitation information relating to such candidate that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act. The Company’s Corporate Governance Guidelines set forth factors that the Board and the Nominating and Corporate Governance Committee may consider in evaluating a director nominee, regardless of the nominating party. It is the Nominating and Corporate Governance Committee’s general policy to welcome and consider any and all recommendations. The Company’s Bylaws and Corporate Governance Guidelines can be found in the “Investors” section of the Company’s website at www.warriormetcoal.com (under the “Corporate Governance” link). Separate procedures apply if a stockholder of record wishes to nominate a director candidate for election at a meeting of stockholders. Section 3.2 of the Company’s Bylaws provides for procedures pursuant to which stockholders of record may nominate director candidates at meetings of stockholders. The Company’s Bylaws can be found in the “Investors” section of the Company’s website at www.warriormetcoal.com (under the “Corporate Governance” link). To provide timely notice of a director nomination at the 2026 Annual Meeting of Stockholders, the stockholder’s notice must be received by the Corporate Secretary by the deadline specified under “Deadline for Stockholder Proposals” on page 90. A nominating stockholder’s notice must also satisfy the information requirements specified in Section 3.2 of the Bylaws with respect to the nominee for director and the nominating stockholder. The chairperson of the meeting of stockholders will determine whether or not a nomination was made in accordance with the procedures set forth in our Bylaws. Additionally, pursuant to the proxy access provisions of our Bylaws, a holder (or a group of not more than 20 holders) of at least 3% of our outstanding common stock continuously for at least three years is entitled to nominate and include in our proxy materials director nominees constituting up to 20% of our Board of Directors, provided that the nominating holder(s) and the nominee(s) satisfy the requirements specified in our Bylaws, including by providing us with advance notice of the nomination. For more detailed information on how to submit a nominee for inclusion in our proxy materials pursuant to the proxy access provisions, see “Deadlines for Stockholder Proposals - Proxy Access Director Nominees.” If the chairperson determines that a nomination is defective, he or she will declare to the meeting that such nomination is defective, and the defective nomination will be disregarded. In addition to

  37. Process for Stockholders to Recommend Director Nominees and Make Nominations

    | 24 | Warrior | | 2025 Proxy Statement |

  38. Process for Stockholders to Recommend Director Nominees and Make Nominations

    satisfying the requirements under our Bylaws, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company that complies with the informational and timing requirements of Rule 14a-19 under the Exchange Act.

  39. Standing Committees

    | • | Review and make recommendations to the Board with respect to director compensation |

  40. Directors

    Directors The Board of Directors has always encouraged the Company’s non-employee directors to have a financial stake in the Company, and the directors have generally owned shares of our common stock. Previously, the Company’s Equity Retention Policy required the Company’s non-employee directors to retain the net shares (as defined in the policy) resulting from the vesting or exercise, as applicable, of all equity compensation awards granted to such individual after January 1, 2018 for five years. Effective April 25, 2023, the Board adopted the Company’s Stock Ownership Guidelines, pursuant to which non-employee directors have until five years from the date of such director’s election to acquire and beneficially own shares of our common stock with a value equal to at least five times the director’s annual retainer. Such individuals are required to retain all of the net shares (as defined in the guidelines) until the stock ownership guidelines are achieved. Additionally, consistent with the Company’s insider trading policies, common stock held by a non-employee director cannot be pledged, hypothecated, made subject to execution, attachment or similar process, or in any manner be made subject to a hedge transaction or puts and calls. The minimum number of shares of common stock to be held by a director will be calculated on the first trading day of each calendar year (a “Determination Date”) based on the average

  41. Directors

    | 34 | Warrior | | 2025 Proxy Statement |

  42. Directors

    price of our common stock over the preceding calendar year. Any subsequent change in the value of the shares will not affect the amount of stock directors should hold during that year. For purposes of meeting the ownership guidelines, the following categories of stock are counted: (i) shares owned directly, (ii) shares owned indirectly ( e.g. , by a spouse, minor children or a trust), and (iii) stock-based awards that are granted under the Company’s equity compensation plans. If the number of shares that a director should own is increased as a result of an increase in the amount of such director’s annual retainer, the director will have five years from the effective date of the increase to attain the increased level of ownership. If the number of shares that a director should own as of a Determination Date is increased as a result of a decrease in the Company’s stock price, the director will have until the later of three years from such Determination Date and the date by which such director was otherwise required to comply with the ownership guidelines to attain the increased level of ownership. All of the Company’s non-employee directors currently satisfy the stock ownership guidelines, consistent with the applicable time periods the directors have to achieve the required ownership levels.

  43. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  44. Impact of Current Events and Strategic Efforts on Compensation

    Impact of Current Events and Strategic Efforts on Compensation The Company’s management team drove meaningful progress on strategic priorities to build significant, sustainable stockholder value during the year ended December 31, 2024, and the annual cash incentive awards for 2024 were earned at levels well above target amounts, reflecting performance that exceeded our short-term objectives. In 2024, Warrior delivered strong operational and financial performance despite high-quality steelmaking coal prices reaching the lowest levels since 2021 due to a confluence of excess Chinese steel exports into Warrior’s customers’ markets, weaker demand and ample supply of steelmaking coals. Warrior met or exceeded all guidance targets, achieved sales and production volume run rates not seen since 2019, and produced the first tons from our world-class Blue Creek Mine growth project. Warrior also generated cash from operations of $367.4 million in 2024, which was used to both further the development of Blue Creek and return $43.8 million to stockholders via dividends. Due to management’s ability to drive short-term performance above target levels despite the significant challenges facing the Company, the Compensation Committee believed it was appropriate to approve the payout of the annual cash incentive awards for 2024 at 179.55% of target based on actual performance. The Committee also believed it was appropriate to approve the payout of the performance-based RSUs eligible to be earned for 2024 at 190.45% of target based on actual performance.

  45. Compensation in Context: Company Performance in 2024

    | • | We maintained a strong balance sheet with total liquidity of $654.7 million, consisting of cash and cash equivalents of $491.5 million, short-term investments of $5.1 million, net of $9.5 million posted as collateral, long-term investments of $44.6 million, and $113.5 million available under our ABL Facility; |

  46. Compensation in Context: Company Performance in 2024

    | • | Total shareholder return: We compare the Company’s total shareholder return to that of its peer group, which reflects that our executive compensation program should align management’s interests with those of our stockholders and incentivize performance relative to the Company’s peers. In the year ended December 31, 2024, we achieved total shareholder return of approximately (9.69)%, compared to our peer group median of (29.72)%. |

  47. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives One of our primary objectives is to achieve and sustain significant increases in shareholder value. Our executive compensation program has been designed to support this objective with a clear link between pay and corporate and individual performance, while discouraging executives from taking excessive risks. We structure our compensation plans to provide target compensation levels and opportunities that are competitive with the median target opportunities for comparable positions among the companies that comprise our peer group. We continue to refine our peer group to be reflective of similar businesses of comparable size, as well as businesses that are representative of the market place for talent in which we

  48. Executive Compensation Program Objectives and Principles

    | • | Reward our executives for the achievement of our annual and long-term performance goals, |

  49. Executive Compensation Program Objectives and Principles

    | • | Drive future short- and long-term performance, |

  50. Executive Compensation Program Objectives and Principles

    | Principle | Description | | Performance-Based Compensation Should Be Benchmarked | The Compensation Committee believes that the use of internal performance metrics alone would yield an incomplete picture of Company performance. Accordingly, the performance-based element of our executive compensation program also emphasizes and evaluates the Company’s performance relative to similarly situated organizations on the basis of industry focus, scope of operations and size. This evaluation serves as a means to assess, on a comparative basis, how well we deliver results that build long-term shareholder value which, in turn, allows us to better establish the performance expectations of the executives leading the Company. | | The Majority of Our Executives’ Compensation Should Be Variable and “At Risk” | The Compensation Committee inherently believes that pay and performance should be directly linked. In support of this objective, we seek to ensure that our incentive compensation programs are consistent with, and supportive of, our short- and long-term strategic, financial, operational and safety goals by making a significant portion of each NEO’s total compensation variable and “at risk,” with payouts dependent on the successful achievement of our articulated performance goals, which are set annually by the Compensation Committee. |

  51. Role of the Compensation Committee

    fulfilling its oversight responsibilities related to setting, monitoring and implementing a compensation philosophy and strategy designed to enhance profitability and fundamental value for the Company. It also reviews and approves the salary and other compensation of the CEO and our other executive officers, as well as the compensation and benefits of our non-employee directors on an annual basis. The Compensation Committee determines incentive compensation targets and awards under various compensation plans and makes grants of restricted stock units and other awards under our stock incentive plans. Pursuant to the Compensation Committee’s authority to engage the services of outside advisors, the Committee has retained Pay Governance LLC, an independent compensation consulting firm, to provide market and peer group data, to examine pay and performance matters, and to assist the Committee in developing compensation programs and making compensation decisions applicable to the Company’s executive officers and non-employee directors. In determining the compensation of the executive officers other than the CEO, the Compensation Committee takes into account current compensation levels and peer group benchmarking, and also considers the recommendations of the CEO, which are based primarily on Company and individual performance as well as competitive market data. The Committee does not use a formula to weight these factors, but, instead, uses these factors to provide context within which to assess the significance of comparative market data and to differentiate the level of target compensation among our NEOs. After the end of the performance period to which a particular incentive award relates, the Compensation Committee reviews our performance relative to the applicable performance targets and recommends payouts based on that performance.

  52. Role of the Compensation Consultant

    Role of the Compensation Consultant Since July 2020, Pay Governance has advised the Compensation Committee regarding annual and long-term incentive plan design, assisted the Committee in determining the compensation and TSR performance peer groups, which are described in more detail below, and advised the Committee on competitive compensation practices, comparative market data and the appropriate mix of compensation elements, which the Committee considered in determining the appropriate levels of compensation for each NEO for 2024. The Compensation Committee reviews the types of services provided by the consultant and all fees paid for those services on a regular basis. Other than the advice provided to the Compensation Committee on executive compensation, on director compensation described under “Director Compensation” below, and on certain corporate governance matters related to compensation, neither Pay Governance nor any of its affiliates provided additional services to the Company or any of its affiliates in 2024.

  53. Role of the Compensation Consultant

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  54. Role of the Compensation Consultant

    Consultant Conflict of Interest Assessment: As required by rules adopted by the SEC under the Dodd-Frank Act, the Compensation Committee assessed all relevant factors and determined that the work of Pay Governance did not raise any conflict of interest in 2024. In making this determination, the Compensation Committee considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act.

  55. Discouraging Excessive Risk-Taking

    | Principle | Description | | Balanced Weighting of Performance Metrics in Incentive Compensation Programs | The Company’s annual cash and equity incentive compensation plans use a balanced weighting of multiple performance measures and metrics to determine incentive payouts to our executives and managers. This discourages excessive risk taking by eliminating any inducement to over-emphasize one goal to the detriment of others. | | Maximum Compensation Limits | All of our incentive plans provide for maximum payout limits or “caps.” | | Stock Ownership Guidelines For Executives | The Company believes that stock ownership requirements serve to align the interests of management with those of stockholders by requiring executives to hold a meaningful equity position in the Company which, in turn, aligns the executives’ interests with those of the stockholders and, thereby, supports the Company’s objective of building long-term stockholder value. Furthermore, the Company believes that ownership of equity mitigates the risk of executive actions that could potentially damage or destroy equity value. The Company’s Stock Ownership Guidelines require all executive officers to own and hold Company stock above certain thresholds. Executives have five years from the date of their designation as an executive to satisfy the stock ownership guidelines. | | Policies Regarding Trading in Company Stock | We maintain policies and procedures for transactions in the Company’s securities that are designed to ensure compliance with all insider trading rules (as discussed above under “Insider Trading Arrangements and Policies”). The Company’s policies and procedures also prohibit employees, officers and directors from engaging in certain forms of hedging (as discussed below under “Prohibition on Hedging and Pledging of Company Stock and Equity Award Repricing”) and short-term speculative trading of the Company’s securities, including without limitation short sales and put and call options involving the Company’s securities. We also prohibit employees, officers and directors from pledging the Company’s securities as collateral for loans and holding the Company’s securities in a margin account. | | Clawback Policies | The Board has adopted the Warrior Met Coal, Inc. Incentive Recoupment Policy pursuant to which the Company is entitled to recover compensation from any current or former employee or consultant if the Company’s financial statements are required to be restated due to errors, omissions, fraud or misconduct with respect to any fiscal year for which the financial results are negatively affected by such restatement. Each of the employment agreements entered into between the NEOs and the Company contains a similar provision. In addition, in 2023, the Board adopted the Policy for the Recovery of Erroneously Awarded Compensation, pursuant to which, in compliance with the requirements of the Dodd-Frank Act and applicable SEC rules and NYSE listing standards, the Company will recover incentive-based compensation erroneously awarded to our NEOs during a three-year lookback period if there is a restatement of the Company’s financial results. |

  56. Peer Group and Benchmarking

    Peer Group and Benchmarking The Compensation Committee reviews competitive market compensation information for the Company’s executive positions. The composition of the peer group is reviewed periodically to ensure that each company is appropriate. Generally, this determination is based on a variety of characteristics, including whether a company is a direct industry peer, is of similar size (as measured by revenue, assets, market capitalization, and EBITDA), scope and/or complexity, and whether it is a competitor with the Company for executive and managerial talent. At the direction of the Compensation Committee, the peer group was developed with a particular focus on companies with mining or mining-related businesses that are of similar size, in terms of revenue and market capitalization, to the Company. We generally seek to provide our executives and managers with base salaries and target bonus and long-term incentive opportunities that are positioned around the median of the competitive market in order to assist in attracting and retaining talented executives and to further motivate and reward NEOs for sustained, long-term improvements in the Company’s financial results and the achievement of long-term business objectives. We recognize, however, that benchmarking is not always reliable and may be subject to significant variation from one year to the next, particularly in a commodity-driven industry. As a result, we also use Company and individual performance in determining the appropriate compensation opportunities for our NEOs, and actual compensation may be higher or lower than the compensation for executives in similar positions at comparable companies based on the performance, skills, experience and specific role of the executive officer in the organization. In connection with determining the 2024 compensation arrangements of our NEOs, the Compensation Committee utilized the following peer group of 16 companies:

  57. Peer Group and Benchmarking

    | • | Alpha Metallurgical Resources, Inc.* |

  58. Peer Group and Benchmarking

    | • | Arch Resources, Inc.* |

  59. Peer Group and Benchmarking

    | • | Century Aluminum Company |

  60. Peer Group and Benchmarking

    | • | Coeur Mining, Inc. |

  61. Peer Group and Benchmarking

    | • | Compass Minerals International, Inc. |

  62. Peer Group and Benchmarking

    | • | CONSOL Energy Inc.* |

  63. Peer Group and Benchmarking

    | • | Haynes International, Inc.* |

  64. Peer Group and Benchmarking

    | • | Hecla Mining Company |

  65. Peer Group and Benchmarking

    | • | Kaiser Aluminum Corporation |

  66. Peer Group and Benchmarking

    | • | Materion Corporation |

  67. Peer Group and Benchmarking

    | • | Olympic Steel, Inc. |

  68. Peer Group and Benchmarking

    | • | Peabody Energy Corporation* |

  69. Peer Group and Benchmarking

    | • | Radius Recycling, Inc.* |

  70. Peer Group and Benchmarking

    | • | SunCoke Energy, Inc.* |

  71. Peer Group and Benchmarking

    | • | Metallus Inc.* |

  72. Peer Group and Benchmarking

    | • | Worthington Industries, Inc. |

  73. Peer Group and Benchmarking

    Additionally, the Compensation Committee utilized a second peer group to evaluate relative total shareholder return for the performance-based RSU awards starting in 2021. These “performance peers” include eight of the peers listed above (those denoted with an asterisk (*)), as well as the following additional companies: Alliance Resource Partners, L.P., Cleveland-Cliffs, Inc., Commercial Metals Company, Coronado Global Resources Inc., Ramaco Resources, Inc., and United States Steel Corporation. This peer group was established in 2020 after a thorough analysis of the potential competitive universe for executive talent. Given the inherent volatility in commodity prices affecting the financial results of the Company and its peers, the Committee prefers to use a stable group of comparators, when appropriate; however, the Committee has periodically updated the peer group in the past when a company is no longer appropriate for inclusion in the peer group. The Committee, in partnership with Pay Governance, reviewed the peer group in July 2024 and determined that it was appropriate to (i) remove Haynes International, Inc. due to its being acquired and (ii) add ATI Inc. and Carpenter Technology Corporation in response to Warrior’s growth in revenue and market cap. Following this reconstitution of the peer group, the Company’s relative positioning of revenue (below median) and market cap (above median) was appropriately balanced.

  74. Peer Group and Benchmarking

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  75. 2024 Target Total Compensation Mix

    2024 Target Total Compensation Mix The type and amount of compensation for each NEO is determined after considering a variety of factors, including the executive’s position and level of responsibility within our organization, comparative market data and other external market-based factors. The Compensation Committee uses this information when establishing compensation in order to achieve a comprehensive package that emphasizes pay-for-performance and is competitive in the marketplace. For the 2024 fiscal year, approximately 84% of our CEO’s target total compensation and between 71% and 76% of each of our other NEO’s target total compensation in 2024 was variable and at risk. The targeted 2024 pay mix, which includes the base salaries, target bonus opportunities and the grant date fair value of our long-term incentive grants (with the performance-based RSUs valued at target level) for the CEO and other NEOs is displayed below:

  76. Annual Cash Incentive Awards

    Annual Cash Incentive Awards Annual incentive compensation provides executive officers, including our NEOs, and other key employees the opportunity to earn cash upon the achievement of pre-established, measurable financial, operational and safety objectives for a fiscal year. Our Compensation Committee believes that annual cash incentive awards motivate and provide focus on the achievement of short-term financial, strategic and operational performance goals, which ultimately lead to favorable long-term operating results and contribute to the overall value of the Company. Annual incentive compensation was awarded to certain of our executives, including our NEOs, under the Company’s 2024 annual incentive program (the “2024 Annual Incentive Program”). The target and maximum amounts of any annual cash incentive award that can be earned by an individual, including our NEOs, are expressed as a percentage of the individual’s base salary in effect (which percentages remained consistent year-over-year). Target and maximum award levels under the 2024 Annual Incentive Program are set forth in the table below:

  77. Annual Cash Incentive Awards

    | Name | Target Award ($)(1) | Target Award (as a % of Base Salary) | Maximum Award ($) | Maximum Award (as a % of Base Salary) | | Walter J. Scheller, III | 1,125,000 | 125% | 2,250,000 | 250% | | Jack K. Richardson | 575,900 | 100% | 1,151,800 | 200% | | Dale W. Boyles | 495,957 | 100% | 991,914 | 200% | | Kelli K. Gant | 373,065 | 85% | 746,130 | 170% | | Charles Lussier | 318,642 | 80% | 637,283 | 160% |

  78. Annual Cash Incentive Awards

    | (1) The target and maximum awards as a percentage of base salary and the target and maximum award amounts were approved by the Compensation Committee in February 2024. The amounts paid out are based on the actual salaries earned by the NEOs in 2024. |

  79. Annual Cash Incentive Awards

    In late 2023, the Compensation Committee approved the 2024 Annual Incentive Program financial, operational and safety measures and related performance goals for the Company, which were based on the Company’s budget developed in late 2023. In determining the threshold, target and maximum levels for each performance measure, the Compensation Committee takes into account management’s expectations, including operational plans, as well as various market and price projections. Actual payouts under the 2024 Annual Incentive Program were based on (1) Adjusted EBITDA, as defined above,

  80. Annual Cash Incentive Awards

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  81. Annual Cash Incentive Awards

    (2) certain capital expenditures, (3) metric tons of production, (4) cash cost of production per metric ton and (5) safety rates, subject in each case to additional adjustments as approved by the Compensation Committee. The Compensation Committee chose to base the 2024 Annual Incentive Program on these performance measures for the reasons discussed above under “Compensation in Context: Company Performance in 2024.” Under the 2024 Annual Incentive Program, the Compensation Committee established specific performance objectives for the Company, as well as threshold, target and maximum payout levels predicated on actual achievement, in accordance with the funding formulas set forth below. Under these formulas, failure to meet the minimum performance threshold corresponding to a specified performance measure would have resulted in the participant not receiving any portion of the payout award related to such performance measure. The Compensation Committee considered the performance target levels to be attainable, but that achievement of the targets would require strong performance and execution. 2024 Target Setting and Actual Results The targets for Adjusted EBITDA, capital expenditures and metric tons of production were set to be more rigorous than last year’s targets, reflecting the Company’s philosophy of continuous improvement. Similarly, the target safety rate reflected an improvement over last year’s target, reflecting management’s commitment to achieving safety rates far superior to the national total reportable incidence rate for all underground coal mines in the United States. The cash cost of production per metric ton was set higher than last year’s target, reflecting ongoing inflation in labor and supply costs experienced throughout the industry. In February 2025, the Compensation Committee reviewed the Company’s actual results for 2024 with respect to achievement of the performance goals. The Company’s performance under these metrics resulted in a payout of the annual cash incentive awards eligible to be earned for 2024 at 179.55% of target. The weightings of the performance measures for the NEOs participating in the 2024 Annual Incentive Program and the threshold, target and maximum levels for such performance measures, as well as actual results and the resulting payout percentages, are as follows:

  82. Annual Cash Incentive Awards

    | | Percentage of Target Award Opportunity | Annual Bonus Program Goals | | | Actual Performance | Percentage Weighting Based on Actual Achievement | | Performance Measures(1) | | Threshold | Target | Maximum | | | | Financial Measures | | | | | | | | Adjusted EBITDA | 20% | $386,986,300 | $442,270,100 | $497,553,800 | $491,732,700 | 37.89% | | Capital Expenditures | 20% | $119,857,600 | $113,864,700 | $107,871,800 | $106,943,600 | 40.00% | | Operational Measures | | | | | | | | Metric Tons of Production | 20% | 6,556,000 | 6,724,100 | 7,060,400 | 7,481,800 | 40.00% | | Cash Cost of Production per Metric Ton | 20% | (2) | (2) | (2) | Approx. 11% better than target | 40.00% | | Safety Measure: Reportable Incidence Rate | 20% | 4.39 | 1.54 | 1.46 | 1.53 | 21.66% | | Total | 100% | 50% | 100% | 200% | | 179.55% |

  83. Annual Cash Incentive Awards

    | (1) Payouts related to performance between threshold and target and between target and maximum were subject to straight-line interpolation. |

  84. Annual Cash Incentive Awards

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  85. Annual Cash Incentive Awards

    | (2) Cash cost of production per metric ton is a confidential metric that, if disclosed, could result in competitive harm to our business. The performance goal for this operational measure was based on the combined weighted average of each mine’s cost of production per metric ton. The Compensation Committee set the performance goal at a target that was reasonably difficult to achieve given the business environment at the time the target was established. The threshold payout level was set at budgeted performance, the target payout level was set at 97.5% of budgeted performance, and the maximum payout level was set at 95.0% of budgeted performance. |

  86. Annual Cash Incentive Awards

    As a result of the Company’s strong operational and financial performance against the foregoing performance goals, the Compensation Committee approved the following payout amounts for the NEOs under the 2024 Annual Incentive Program:

  87. Annual Cash Incentive Awards

    | Name | Target Payout as a % of Base Salary | Threshold Award ($) | Target Award ($) | Maximum Award ($) | Actual Award ($)(1) | | Walter J. Scheller, III | 125% | 562,500 | 1,125,000 | 2,250,000 | 1,992,867 | | Jack K. Richardson | 100% | 287,950 | 575,900 | 1,151,800 | 1,016,313 | | Dale W. Boyles | 100% | 247,979 | 495,957 | 991,914 | 882,499 | | Kelli K. Gant | 85% | 186,533 | 373,065 | 746,130 | 663,827 | | Charles Lussier | 80% | 159,321 | 318,642 | 637,283 | 566,987 |

  88. Annual Cash Incentive Awards

    | (1) The target award as a percentage of base salary and the threshold, target and maximum award amounts were approved by the Compensation Committee in February 2024. The amounts paid out are based on the actual salaries earned by the NEOs in 2024. |

  89. Long-Term Equity Incentives

    Long-Term Equity Incentives Equity Grants Generally In order to align the long-term interests of the NEOs with those of the Company and its stockholders, we believe that a substantial portion of each NEO’s compensation should be in the form of equity awards. The Compensation Committee grants equity awards to our NEOs and other key employees pursuant to the 2017 Equity Plan. See “Equity Compensation Plans—2017 Equity Plan” beginning on page 65 for a description of our 2017 Equity Plan. The purpose of the 2017 Equity Plan is to provide equity as a component of executive compensation to ensure external competitiveness of total compensation, to motivate our NEOs and key employees to focus on long-term Company performance, to align executive compensation with stockholder interests and to retain the services of the executives during the vesting period since, in most circumstances, the awards will be forfeited if the executive’s employment terminates before the award vests. The Compensation Committee intends to grant equity incentive awards at a fixed time each year, generally during the first fiscal quarter of the year. The Compensation Committee also may approve equity incentive awards for individuals at the time of commencement of employment, promotion or other change in responsibilities. 2024 Annual Equity Grants The structure of equity incentive awards granted to NEOs and key employees provides a stockholder-aligned equity incentive mix comprised of a majority of performance-based RSUs and a minority of time-based RSUs. The total equity incentive award granted to each NEO for 2024 was based on an economic value derived from a multiple of the recipient’s base salary, based on his or her level of employment. The recipient’s level of employment also determined the percentage of the equity award that is subject to time-based vesting and the percentage that is subject to performance-based vesting. In determining the multiple of the recipient’s base salary that was granted in equity and the percentage of the equity award that is subject to time-based and performance-based vesting for the 2024 equity awards, the Compensation Committee considered the size of equity awards granted to executive officers serving in comparable positions at our peer companies and market and other factors.

  90. Long-Term Equity Incentives

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  91. Long-Term Equity Incentives

    Based upon these considerations, the Compensation Committee approved a grant of equity incentive awards to the NEOs in February 2024. After determining the targeted dollar amount of compensation to be paid through equity grants (as set forth in the table below), each of the number of time-based RSUs granted and the target number of performance-based RSUs granted was determined by dividing the applicable percentage of the dollar amount of such compensation by an amount equal to the closing price of our common stock on the date of grant. Based upon the formulas described above, the Compensation Committee approved 2024 grants of time-based RSUs and performance-based RSUs to the NEOs as follows:

  92. Long-Term Equity Incentives

    | Name | Total Target Amount of Equity Grant (and % of base salary) | Dollar Amount of Time-Based RSUs (and % of total equity grant)(1) | Number of Time- Based RSUs | Target Dollar Amount of Performance-Based RSUs (and % of total equity grant)(1) | Target Number of Performance- Based RSUs | | Walter J. Scheller, III | $3,600,000 (400%) | $720,000 (20%) | 11,923 | $2,880,000 (80%) | 47,690 | | Jack K. Richardson | 1,295,775 (225%) | 323,944 (25%) | 5,364 | 971,831 (75%) | 16,093 | | Dale W. Boyles | 1,066,308 (215%) | 266,577 (25%) | 4,414 | 799,731 (75%) | 13,243 | | Kelli K. Gant | 855,855 (195%) | 213,964 (25%) | 3,543 | 641,891 (75%) | 10,629 | | Charles Lussier | 677,113 (170%) | 169,278 (25%) | 2,803 | 507,835 (75%) | 8,409 |

  93. Long-Term Equity Incentives

    | (1) The dollar amount of such grants do not exactly equal the grant date fair values of such awards, which are reflected in the “Summary Compensation Table” on page 60 and the “Grants of Plan-Based Awards” table on page 62, due to rounding the number of shares granted to the nearest whole share and the impact of fair value calculations according to FASB ASC 718. |

  94. Long-Term Equity Incentives

    2024 Time-Based RSUs The time-based RSUs granted to our NEOs in 2024 vest ratably on each of the first three anniversaries of the grant date, subject to the NEO continuing to be employed on the applicable vesting date, and settle through the delivery of one share of common stock for each vested RSU. 2024 Performance-Based RSUs The performance-based RSUs settle through the delivery of a number of shares of common stock equal to 0% to 200% of the target number of RSUs, and the NEOs are eligible to earn one-third of the target number of RSUs based upon the Company’s performance in each of 2024, 2025 and 2026. The performance metrics utilized for these awards are (i) the operational metrics of longwall feet of advance, continuous miner feet of advance and cash cost of production per metric ton and (ii) total shareholder return, and each of the four metrics is weighted 25%. The Compensation Committee chose to base the performance-based RSUs on these performance measures for the reasons discussed above under “Compensation in Context: Company Performance in 2024.” The Compensation Committee establishes annual performance targets for such metrics at the beginning of each year, or “tranche,” of the three-year period. The Company’s performance in each year against the budgeted annual amounts for longwall feet of advance, continuous miner feet of advance and cash cost of production per metric ton will be measured each year, as will the Company’s total shareholder return compared to its peer group (except that with respect to the final tranche of a particular year’s performance-based RSU award, the Company’s TSR performance is measured over a three-year period). On the basis of this performance, the earned shares, if any, will be paid out thereafter. Beginning with the 2024 award, the Company’s TSR will be measured over the full length of the applicable three-year performance period. To the extent achievement levels of the various performance metrics fall between threshold and target for any year, payouts for such year shall be interpolated on a straight-line basis. The Compensation Committee retains the right to use its discretion in adjusting the payouts under our performance-based RSU awards for unexpected events that impact the Company’s financial results and achievement of the performance measures, and will disclose the reasons for and calculations of any such adjustments. Such discretion will only be applied in limited and extraordinary circumstances.

  95. Long-Term Equity Incentives

    | 52 | Warrior | | 2025 Proxy Statement |

  96. Long-Term Equity Incentives

    In late 2023, the Compensation Committee established the specific performance goals for the Company applicable to the three tranches of performance-based RSUs that the NEOs were eligible to earn in 2024, as well as threshold, target and maximum payout levels predicated on actual achievement, in accordance with the funding formulas set forth below. Under these formulas, failure to meet the minimum performance threshold corresponding to a specified performance measure would have resulted in the participant not receiving any portion of the performance-based RSUs related to such performance measure. The Compensation Committee considered the performance target levels to be attainable, but that achievement of the targets would require strong performance and execution. Actual 2024 Results In February 2025, the Compensation Committee reviewed the Company’s actual results for 2024 to determine the level of achievement of the performance goals that had been established for the three tranches of performance-based RSUs eligible to be earned in 2024. The Company’s performance under these metrics resulted in achievement at 190.45% of target. The weightings of the performance measures applicable to the performance-based RSUs that the NEOs were eligible to earn in 2024 and the threshold and target levels for such performance measures, as well as actual results, were as follows:

  97. Long-Term Equity Incentives

    | Performance Measures | Percentage of Target Award Opportunity | Performance-Based RSU Goals for 2024(1) | | | Actual Performance | Percentage Payout Based on Actual Achievement | | | | Threshold | Target | Maximum | | | | Operational Measures | | | | | | | | Longwall Feet of Advance | 25% | (2) | (2) | (2) | Approx. 12% greater than target | 50.00% | | Continuous Miner Feet of Advance | 25% | (3) | (3) | (3) | Approx. 6% greater than target | 40.45% | | Cash Cost of Production per Metric Ton | 25% | (4) | (4) | (4) | Approx. 13% better than target | 50.00% | | Financial Measure: Total Shareholder Return | 25% | 20% below peer group median | Peer group median: (29.72%) | 20% above peer group median | (9.69)% | 50.00% | | Total | 100% | 50% | 100% | 200% | | 190.45% |

  98. Long-Term Equity Incentives

    | (1) Payouts related to performance between threshold and target and between target and maximum were subject to straight-line interpolation. |

  99. Long-Term Equity Incentives

    | (2) Longwall feet of advance is a confidential metric that, if disclosed, could result in competitive harm to our business. The Compensation Committee set the performance goal for this operational measure at a target that was reasonably difficult to achieve given the business environment at the time the target was established. The threshold level was set at 90% of target and the maximum level was set at 110% of target. |

  100. Long-Term Equity Incentives

    | (3) Continuous miner feet of advance is a confidential metric that, if disclosed, could result in competitive harm to our business. The Compensation Committee set the performance goal for this operational measure at a target that was reasonably difficult to achieve given the business environment at the time the target was established. The threshold level was set at 90% of target and the maximum level was set at 110% of target. |

  101. Long-Term Equity Incentives

    | (4) Cash cost of production per metric ton is a confidential metric that, if disclosed, could result in competitive harm to our business. The Compensation Committee set the performance goal for this operational measure at a target that was reasonably difficult to achieve given the business environment at the time the target was established. The threshold level was set at 105% of target and the maximum level was set at 95% of target. |

  102. Long-Term Equity Incentives

    | Warrior | | 2025 Proxy Statement | 53 |

  103. Long-Term Equity Incentives

    As a result of the Company’s strong performance against the foregoing performance goals despite high-quality steelmaking coal prices reaching the lowest levels since 2021 and other challenges, the Compensation Committee approved the payout of the three tranches of performance-based RSUs eligible to be earned in 2024 at 190.45% of target. This resulted in the issuance of the following number of shares to the NEOs for 2024 on February 10, 2025:

  104. Long-Term Equity Incentives

    | | Performance-Based RSUs Earned for 2024 | | | | | | Total Market Value of RSUs on Date of Issuance ($)(1) | | | 2024 Grant | | 2023 Grant | | 2022 Grant | | | | Name | Target (#) | Actual (#) | Target (#) | Actual (#) | Target (#) | Actual (#) | | | Walter J. Scheller, III | 15,896 | 30,274 | 23,824 | 45,373 | 27,518 | 52,408 | 6,836,844 | | Jack K. Richardson | 5,364 | 10,216 | 7,868 | 14,985 | 9,088 | 17,308 | 2,269,526 | | Dale W. Boyles | 4,414 | 8,406 | 6,783 | 12,918 | 7,835 | 14,922 | 1,935,198 | | Kelli K. Gant | 3,543 | 6,748 | 5,444 | 10,368 | 6,289 | 11,977 | 1,553,283 | | Charles Lussier | 2,803 | 5,338 | 4,054 | 7,721 | 4,683 | 8,919 | 1,173,402 |

  105. Long-Term Equity Incentives

    | (1) The market value is based on the closing price of our common stock on the NYSE on February 10, 2025, the date of issuance, multiplied by the number of shares issued pursuant to the earned performance-based RSUs. |

  106. Transformational Retention/Incentive Program

    Transformational Retention/Incentive Program As disclosed in the proxy statement relating to the Company’s 2024 Annual Meeting of Stockholders, in April 2023, the Compensation Committee approved a Transformational Retention/Incentive Program for the Company’s NEOs in recognition of the fact that completing the Blue Creek Mine project will be transformational to the Company. Under the Transformational Retention/Incentive Program, the Company’s NEOs were granted an opportunity to earn a cash incentive award (a “Transformational Award”) (i) in recognition of each NEO’s continued service to the Company in connection with the completion of the Blue Creek Mine project, which is critical to the long-term success and sustainability of the Company, and (ii) in order to incentivize each NEO to continue to work diligently toward the successful completion of the Blue Creek Mine project. This was a one-time award and the Compensation Committee does not anticipate making similar awards in the future. Each of the NEOs received a Transformational Award opportunity with a potential value ranging from $1.0 million, if threshold performance for each metric is achieved, up to a maximum amount of $4.0 million. For any metric achieved below the established threshold, $0 will be funded for that metric’s weighting. Each NEO is eligible to earn up to the maximum award amount, except Mr. Scheller who is eligible to earn up to 130% of the maximum award amount, based on the level of achievement of predefined performance goals during the performance period, which ends on the earlier to occur of (i) three (3) consecutive months of production following the commencement of longwall mining production at the Blue Creek Mine or (ii) April 25, 2028 (the “Transformational Performance Period”). The Transformational Awards will be cancelled if production has not begun at the Blue Creek Mine by April 25, 2028. The Transformational Award may be earned following the Transformational Performance Period if the Company satisfies quantitative performance criteria related to on-time project completion (weighted 25%), capital expenditures (weighted 25%), and production tonnes (weighted 50%). See the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 14, 2024 for additional information regarding the payout and performance ranges for each performance metric, the downward modifiers based on environmental and safety metrics, the Committee’s rationale for selecting each performance metric, and the Total Shareholder Return (“TSR”) modifier applicable to Mr. Scheller’s award.

  107. Transformational Retention/Incentive Program

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  108. Employment and Severance Arrangements

    Employment and Severance Arrangements

  109. Employment Agreements

    Employment Agreements The Company has entered into an employment agreement with each of the NEOs to help ensure the retention of those individuals critical to the future success of the Company. Each of these employment agreements was negotiated and entered into with the NEO at the respective time of hire. The employment agreements provide for a minimum base salary, subject to annual increases as the Compensation Committee determines to be appropriate, the opportunity to receive an annual bonus with a target amount equal to a percentage of base salary, and the right to participate in all retirement, compensation and employee benefit plans, practices, policies and programs provided by the Company to the extent applicable generally to other executives of the Company. The employment agreements contain provisions for severance payments and benefits upon various termination events as an inducement to recruitment or retention, as applicable. The Company believes that the severance payments and benefits payable under the applicable agreements are consistent with industry practice. In addition, the employment agreements provide for severance payments and benefits upon various termination events occurring in connection with a change in control. The Company believes that such payments and benefits allow the executive officers to evaluate a potential transaction impartially without regard to self-interest. The change in control severance provisions contain a double trigger, such that an executive officer is not eligible for a severance payment unless the individual’s employment is terminated by the Company without “cause” or by the executive for “good reason” (each, as defined in the applicable agreement) within twelve (12) months following a change in control. The agreements do not provide the executive officers with rights to Code Section 280G gross-up payments and require the executive officers to comply with non-competition, non-disclosure and non-solicitation provisions in order to receive the severance payments. See “Employment Agreements” beginning on page 67 for a complete discussion of the arrangements with the NEOs.

  110. Severance Approval Policy

    Severance Approval Policy In February 2024, the Board adopted a Policy Regarding Stockholder Approval of Future Severance Agreements, which requires stockholder approval prior to the Company entering into severance agreements with senior executives that would provide cash severance benefits exceeding 2.99 times base salary and target bonus. We discuss our severance and change in control benefits in detail below under “Potential Payments Upon a Termination of Employment or Change in Control.”

  111. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards We do not grant stock options or similar awards as part of our equity compensation programs. If stock options or similar awards are granted, our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and to not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about our company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. Our executive officers are not permitted to choose the grant date for their individual stock option grants, if any. During the year ended December 31, 2024, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  112. Policies and Practices Related to the Grant of Certain Equity Awards

    | 56 | Warrior | | 2025 Proxy Statement |

  113. Prohibition on Hedging and Pledging of Company Stock and Equity Award Repricing

    Prohibition on Hedging and Pledging of Company Stock and Equity Award Repricing The Board of Directors has adopted a Policy Prohibiting Insider Trading and Unauthorized Disclosure of Information to Others that prohibits directors, officers and employees from engaging in hedging transactions, such as zero-cost collars, equity swaps, prepaid variable forward contracts and exchange funds, involving our securities that are designed to hedge or offset a decrease in market value of the Company’s securities. Such hedging transactions cause the stockholder to no longer be exposed to the full risks of stock ownership and potentially no longer have the same objectives as the Company’s other stockholders. Holding the Company’s securities in a margin account or pledging the Company’s securities as collateral for a loan without an exception granted by the Company’s Compliance Officer is also prohibited. None of our directors or executive officers has pledged the Company’s securities as collateral for a loan.

  114. Prohibition on Hedging and Pledging of Company Stock and Equity Award Repricing

    | Warrior | | 2025 Proxy Statement | 57 |

  115. Prohibition on Hedging and Pledging of Company Stock and Equity Award Repricing

    The Board and the Compensation Committee view equity-based compensation to be a key factor in incentivizing the future performance of our executives. Consequently, the 2017 Equity Plan provides that the Compensation Committee is not permitted to amend or modify any stock option or stock appreciation right to reduce the exercise price or strike price, as applicable; cancel or replace any stock option or stock appreciation right with a new award or cash; or take any other action that is considered a “repricing” for purposes of the NYSE’s stockholder approval rules.

  116. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the total compensation earned by each of the Company’s NEOs for the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022.

  117. SUMMARY COMPENSATION TABLE

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Walter J. Scheller, III(5) | 2024 | 887,939 | | 4,677,448 | | 1,992,867 | — | 350,396 | 7,908,650 | | Chief Executive Officer | 2023 | 829,492 | — | 3,753,490 | — | 1,762,671 | — | 322,142 | 6,667,795 | | | 2022 | 781,149 | — | 3,453,483 | — | 1,952,873 | — | 321,271 | 6,508,776 | | Jack K. Richardson | 2024 | 566,772 | | 1,638,374 | | 1,016,313 | — | 142,367 | 3,363,825 | | Chief Operating Officer | 2023 | 519,471 | — | 1,330,054 | — | 883,101 | — | 132,202 | 2,864,828 | | | 2022 | 492,933 | — | 1,240,572 | — | 985,865 | — | 131,667 | 2,851,037 | | Dale W. Boyles | 2024 | 491,506 | | 1,386,005 | | 882,499 | — | 150,659 | 2,910,669 | | Chief Financial Officer | 2023 | 468,663 | — | 1,138,046 | — | 796,728 | — | 141,383 | 2,544,820 | | | 2022 | 448,024 | — | 1,485,325 | — | 896,048 | — | 218,696 | 3,048,093 | | Kelli K. Gant | 2024 | 434,961 | | 1,112,481 | | 663,827 | — | 123,720 | 2,334,989 | | Chief Administrative Officer and Corporate Secretary | 2023 | 414,746 | — | 855,173 | — | 599,308 | — | 113,483 | 1,982,710 | | | 2022 | 391,154 | — | 743,830 | — | 664,962 | — | 117,163 | 1,917,109 | | Charles Lussier | 2024 | 394,728 | | 849,111 | | 566,987 | — | 96,245 | 1,907,071 | | Chief Commercial Officer | 2023 | 376,383 | — | 673,616 | — | 511,881 | — | 90,330 | 1,652,210 | | | 2022 | 357,162 | — | 618,638 | — | 571,459 | — | 88,996 | 1,636,255 |

  118. SUMMARY COMPENSATION TABLE

    | (1) Our NEOs include (a) each person who served as the principal executive officer or the principal financial officer during 2024 and (b) the three most highly compensated other executive officers serving as executive officers on December 31, 2024. Compensation is reflected for each of the last three years in which each individual was a NEO. |

  119. SUMMARY COMPENSATION TABLE

    | (2) With respect to the tranche of performance-based RSUs for which the threshold, target and maximum number of shares and the performance targets for the 2024 performance period were established on February 8, 2024 (with a grant date of February 8, 2024 under FASB ASC Topic 718), the values shown in this column are the grant date fair value for each such tranche computed in accordance with FASB ASC Topic 718 (calculated by multiplying the target number of performance-based RSUs by $65.29, which takes into account a Monte Carlo simulation applicable to the market-based performance metric). With respect to the tranche of performance-based RSUs for which the threshold, target and maximum number of shares were established on February 8, 2023 and for which performance targets for the 2024 performance period were established on February 8, 2024 (with a grant date of February 8, 2024 under FASB ASC Topic 718), the values shown in this column are the grant date fair value for each such tranche computed in accordance with FASB ASC Topic 718 (calculated by multiplying the target number of performance-based RSUs by $58.13, which takes into account a Monte Carlo simulation applicable to the market-based performance metric). With respect to the tranche of performance-based RSUs for which the threshold, target and maximum number of shares were established on February 17, 2022 and for which performance targets for the 2024 performance period were established on February 8, 2024 (with a grant date of February 8, 2024 under FASB ASC Topic 718), the values shown in this column are the grant date fair value for each such tranche computed in accordance with FASB ASC Topic 718 (calculated by multiplying the target number of performance-based RSUs by $55.77, which takes into account a Monte Carlo simulation applicable to the market-based performance metric). |

  120. SUMMARY COMPENSATION TABLE

    | With respect to the time-based RSUs granted to each NEO on February 8, 2024, the value shown in this column is the grant date fair value of the full award computed in accordance with FASB ASC Topic 718. |

  121. SUMMARY COMPENSATION TABLE

    | The maximum value of the performance-based RSUs granted in 2024, 2023 and 2022 (and eligible to be earned for the 2024 performance period) is $7,914,836 for Mr. Scheller, $2,628,840 for Mr. Richardson, $2,238,888 for Mr. Boyles, $1,797,039 for Ms. Gant and $1,359,676 for Mr. Lussier. There can be no assurance that the grant date fair value of these awards will ever be realized. |

  122. SUMMARY COMPENSATION TABLE

    | Finally, the amount for Mr. Boyles in 2022 includes $430,954, which represents the incremental fair value of the outstanding equity awards that will automatically vest upon Mr. Boyles’ retirement. Mr. Boyles became eligible for retirement as of January 1, 2022 under his outstanding equity award agreements. |

  123. SUMMARY COMPENSATION TABLE

    | Assumptions used in the calculation of these amounts are set forth in Note 12 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  124. SUMMARY COMPENSATION TABLE

    | 60 | Warrior | | 2025 Proxy Statement |

  125. SUMMARY COMPENSATION TABLE

    | (3) These amounts reflect cash incentive awards earned by our NEOs under the 2024 Annual Incentive Program, the 2023 Annual Incentive Program and the 2022 Annual Incentive Program. The awards are based on pre-established, performance-based targets and, therefore, are reportable as “Non-Equity Incentive Plan Compensation” rather than as “Bonus.” Employees who separate from the Company prior to the date of payment under these plans generally do not qualify for any awards. For a description of the annual cash incentive awards, see “Elements of 2024 Executive Compensation—Annual Cash Incentive Awards” beginning on page 49. |

  126. SUMMARY COMPENSATION TABLE

    | (4) All Other Compensation for 2024 for each NEO includes the following: |

  127. SUMMARY COMPENSATION TABLE

    | Name | Insurance Costs ($)(a) | Company Contributions to 401(k) Plan ($) | Dividends on Stock Awards ($)(b) | Perquisites ($)(c) | Total ($) | | Walter J. Scheller, III | 18,955 | 17,250 | 296,106 | 18,085 | 350,396 | | Jack K. Richardson | 18,955 | 17,250 | 104,365 | 1,797 | 142,367 | | Dale W. Boyles | 25,545 | 17,250 | 88,774 | 19,090 | 150,659 | | Kelli K. Gant | 25,063 | 17,250 | 63,127 | 18,280 | 123,720 | | Charles Lussier | 26,029 | 17,250 | 52,145 | 821 | 96,245 |

  128. SUMMARY COMPENSATION TABLE

    | (a) Represents life, death, disability, health and/or long-term disability insurance premiums paid by the Company. |

  129. SUMMARY COMPENSATION TABLE

    | (b) Represents amounts paid pursuant to special dividends on all RSUs that vested or were earned, as applicable, during 2024, which dividends were not reflected in the grant date fair value of such awards at the time of grant. |

  130. SUMMARY COMPENSATION TABLE

    | (c) For Mr. Scheller, the amount includes a car allowance ($18,000) and personal use of Company-purchased tickets to sporting events. For Mr. Richardson, the amount includes the value of his use of a Company automobile and personal use of Company-purchased tickets to sporting events. For Mr. Boyles, the amount includes a car allowance ($18,000) and personal use of Company-purchased tickets to sporting events. For Ms. Gant, the amount includes a car allowance ($18,000) and personal use of Company-purchased tickets to sporting events. For Mr. Lussier, the amount includes the value of his use of a Company automobile and personal use of Company-purchased tickets to sporting events. |

  131. SUMMARY COMPENSATION TABLE

    | (5) Mr. Scheller currently serves on our Board of Directors but does not receive any additional compensation for his service as a director. |

  132. SUMMARY COMPENSATION TABLE

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  133. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table discloses the potential payouts to the NEOs pursuant to annual cash incentive awards granted in 2024 under the 2024 Annual Incentive Program and pursuant to RSUs granted in 2024, or deemed to have been granted in 2024 under SEC guidance, under the 2017 Equity Plan.

  134. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Possible 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) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Walter J. Scheller, III | 2/8/2024(5) | — | — | — | 13,759 | 27,518 | 55,036 | — | — | — | 1,534,679 | | | 2/8/2024(6) | — | — | — | 11,912 | 23,824 | 47,648 | — | — | — | 1,384,889 | | | 2/8/2024 | 562,500 | 1,125,000 | 2,250,000 | — | — | — | — | — | — | — | | | 2/8/2024 | — | — | — | — | — | — | 11,923 | — | — | 720,030 | | | 2/8/2024 | — | — | — | 7,948 | 15,896 | 31,792 | — | — | — | 1,037,850 | | Jack K. Richardson | 2/8/2024(5) | — | — | — | 4,544 | 9,088 | 18,176 | — | — | — | 506,838 | | | 2/8/2024(6) | — | — | — | 3,934 | 7,868 | 15,736 | — | — | — | 457,367 | | | 2/8/2024 | 287,950 | 575,900 | 1,151,800 | — | — | — | — | — | — | — | | | 2/8/2024 | — | — | — | — | — | — | 5,364 | — | — | 323,932 | | | 2/8/2024 | — | — | — | 2,682 | 5,364 | 10,728 | — | — | — | 350,237 | | Dale W. Boyles | 2/8/2024(5) | — | — | — | 3,918 | 7,835 | 15,670 | — | — | — | 436,958 | | | 2/8/2024(6) | — | — | — | 3,392 | 6,783 | 13,566 | — | — | — | 394,296 | | | 2/8/2024 | 247,979 | 495,957 | 991,914 | — | — | — | — | — | — | — | | | 2/8/2024 | — | — | — | — | — | — | 4,414 | — | — | 266,561 | | | 2/8/2024 | — | — | — | 2,207 | 4,414 | 8,828 | — | — | — | 288,190 | | Kelli K. Gant | 2/8/2024(5) | — | — | — | 3,144 | 6,288 | 12,576 | — | — | — | 350,682 | | | 2/8/2024(6) | — | — | — | 2,722 | 5,444 | 10,888 | — | — | — | 316,460 | | | 2/8/2024 | 186,533 | 373,065 | 746,130 | — | — | — | — | — | — | — | | | 2/8/2024 | — | — | — | — | — | — | 3,543 | — | — | 213,962 | | | 2/8/2024 | — | — | — | 1,772 | 3,543 | 7,086 | — | — | — | 231,322 | | Charles Lussier | 2/8/2024(5) | — | — | — | 2,341 | 4,682 | 9,364 | — | — | — | 261,115 | | | 2/8/2024(6) | — | — | — | 2,027 | 4,054 | 8,108 | — | — | — | 235,659 | | | 2/8/2024 | 159,321 | 318,642 | 637,283 | — | — | — | — | — | — | — | | | 2/8/2024 | — | — | — | — | — | — | 2,803 | — | — | 169,273 | | | 2/8/2024 | — | — | — | 1,402 | 2,803 | 5,606 | — | — | — | 183,008 |

  135. GRANTS OF PLAN-BASED AWARDS

    | (1) The amounts in these three columns represent possible cash payments under our 2024 Annual Incentive Program, established on February 8, 2024 and as discussed under “Elements of 2024 Executive Compensation — Annual Cash Incentive Awards” beginning on page 49. Actual payments made to the NEOs under the 2024 Annual Incentive Program were paid in February 2025 and are reflected in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation Table” on page 60. As discussed above, the threshold, target and maximum award amounts were approved by the Compensation Committee in February 2024, and the amounts paid out are based on the actual salaries earned by the NEOs in 2024. |

  136. GRANTS OF PLAN-BASED AWARDS

    | (2) Except as noted in footnotes 5 and 6 below, the amounts in these three columns represent possible shares issuable for 2024 to each NEO who received a performance-based RSU award on each of February 17, 2022, February 8, 2023 and February 8, 2024, as discussed under “Elements of 2024 Executive Compensation — Long-Term Equity Incentives — 2024 Annual Equity Grants” beginning on page 51. The actual number of shares earned and issued pursuant to the awards for 2024 is reflected in the Stock Awards: Number of Shares Acquired on Vesting column of the “Option Exercises and Stock Vested” table on page 65. |

  137. GRANTS OF PLAN-BASED AWARDS

    | (3) Represents time-based RSUs granted to each NEO on February 8, 2024 that vest ratably on each of the first three anniversaries of the date of grant. |

  138. GRANTS OF PLAN-BASED AWARDS

    | (4) With respect to the tranche of performance-based RSUs for which the threshold, target and maximum number of shares and the performance targets for the 2024 performance period were established on February 8, 2024 (with a grant date of February 8, 2024 under FASB ASC Topic 718), the values shown in this column are the grant date fair value for each such tranche computed in accordance with FASB ASC Topic 718 (calculated by multiplying the target number of performance-based RSUs by $65.29, which takes into account a Monte Carlo simulation applicable to the market-based performance metric). With respect to the tranche of performance-based RSUs for which the threshold, target and maximum number of shares were established on February 8, 2023 and for which performance targets for the 2024 performance period were established on February 8, 2024 (with a grant date of February 8, 2024 under FASB ASC Topic 718), the values shown in this column are the grant date fair value |

  139. GRANTS OF PLAN-BASED AWARDS

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  140. GRANTS OF PLAN-BASED AWARDS

    | for each such tranche computed in accordance with FASB ASC Topic 718 (calculated by multiplying the target number of performance-based RSUs by $58.13, which takes into account a Monte Carlo simulation applicable to the market-based performance metric). With respect to the tranche of performance-based RSUs for which the threshold, target and maximum number of shares were established on February 17, 2022 and for which performance targets for the 2024 performance period were established on February 8, 2024 (with a grant date of February 8, 2024 under FASB ASC Topic 718), the values shown in this column are the grant date fair value for each such tranche computed in accordance with FASB ASC Topic 718 (calculated by multiplying the target number of performance-based RSUs by $55.77, which takes into account a Monte Carlo simulation applicable to the market-based performance metric). |

  141. GRANTS OF PLAN-BASED AWARDS

    | With respect to the time-based RSUs granted to each NEO on February 8, 2024, the value shown in this column is the grant date fair value of the full award computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are set forth in Note 12 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  142. GRANTS OF PLAN-BASED AWARDS

    | (5) The threshold, target and maximum numbers of performance-based RSUs were established by the Compensation Committee on February 17, 2022. |

  143. GRANTS OF PLAN-BASED AWARDS

    | (6) The threshold, target and maximum numbers of performance-based RSUs were established by the Compensation Committee on February 8, 2023. |

  144. GRANTS OF PLAN-BASED AWARDS

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  145. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information regarding the outstanding equity awards of the NEOs as of December 31, 2024.

  146. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | Grant Date | Stock Awards | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(1) | | Walter J. Scheller, III | 2/17/2022 | 6,880(2) | 373,171 | — | — | | | 2/8/2023 | 11,912(2) | 646,107 | — | — | | | 2/8/2023 | — | — | 23,824(3) | 1,292,214 | | | 2/8/2024 | 11,923(2) | 646,704 | — | — | | | 2/8/2024 | — | — | 31,794(4) | 1,724,507 | | Jack K. Richardson | 2/17/2022 | 3,030(2) | 164,347 | — | — | | | 2/8/2023 | 5,245(2) | 284,489 | — | — | | | 2/8/2023 | — | — | 7,868(3) | 426,760 | | | 2/8/2024 | 5,364(2) | 290,943 | — | — | | | 2/8/2024 | — | — | 10,729(4) | 581,941 | | Dale W. Boyles | 2/17/2022 | 2,612(2) | 141,675 | — | — | | | 2/8/2023 | 4,522(2) | 245,273 | — | — | | | 2/8/2023 | — | — | 6,783(3) | 367,910 | | | 2/8/2024 | 4,414(2) | 239,415 | — | — | | | 2/8/2024 | — | — | 8,828(4) | 478,831 | | Kelli K. Gant | 2/17/2022 | 2,096(2) | 113,687 | — | — | | | 2/8/2023 | 3,630(2) | 196,891 | — | — | | | 2/8/2023 | — | — | 5,444(3) | 295,283 | | | 2/8/2024 | 3,543(2) | 192,172 | — | — | | | 2/8/2024 | — | — | 7,086(4) | 384,345 | | Charles Lussier | 2/17/2022 | 1,561(2) | 84,669 | — | — | | | 2/8/2023 | 2,703(2) | 146,611 | — | — | | | 2/8/2023 | — | — | 4,053(3) | 219,835 | | | 2/8/2024 | 2,803(2) | 152,035 | — | — | | | 2/8/2024 | — | — | 5,606(4) | 304,069 |

  147. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) The market value is based on the closing price of our common stock on the NYSE on December 31, 2024, the last trading day of 2024, of $54.24, multiplied by the number of RSUs. |

  148. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Represents time-based RSUs granted under the 2017 Equity Plan that vest ratably on each of the first three anniversaries of the date of grant. |

  149. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Represents performance-based RSUs granted on February 8, 2023 under the 2017 Equity Plan which are eligible to be earned in 2025. |

  150. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) Represents performance-based RSUs granted on February 8, 2024 under the 2017 Equity Plan, half of which are eligible to be earned in each of 2025 and 2026. |

  151. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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  152. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth information regarding the exercise of options and the vesting of restricted shares for the NEOs during 2024.

  153. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Walter J. Scheller, III | — | — | 149,221 | 8,183,155 | | Jack K. Richardson | — | — | 52,008 | 2,860,902 | | Dale W. Boyles | — | — | 44,344 | 2,439,378 | | Kelli K. Gant | — | — | 34,974 | 1,922,258 | | Charles Lussier | — | — | 26,748 | 1,470,984 |

  154. OPTION EXERCISES AND STOCK VESTED

    | (1) Represents shares acquired upon settlement of (i) time-based RSUs granted in 2021, 2022 and 2023 that vested in 2024 and (ii) performance-based RSUs awarded in each of 2022, 2023 and 2024 that were earned for the 2024 performance period that ended on December 31, 2024 because performance targets were met. |

  155. OPTION EXERCISES AND STOCK VESTED

    | (2) The value realized upon the vesting of the time-based RSUs is based upon the closing price of our common stock on the NYSE on the applicable vesting date. The value realized for the performance-based RSUs earned for the 2024 performance period that ended on December 31, 2024 is based upon the closing price of our common stock on the NYSE on December 31, 2024 ($54.24). |

  156. POTENTIAL PAYMENTS UPON A TERMINATION OF EMPLOYMENT OR

    POTENTIAL PAYMENTS UPON A TERMINATION OF EMPLOYMENT OR

  157. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and the NEOs other than the PEO (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The information provided under this “Pay Versus Performance” heading is not deemed to be incorporated by reference into any filing of the Company with the SEC, irrespective of any general incorporation language in any such filing.

  158. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2)(3) | Average SCT Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) | Value of Initial Fixed $100 Investment Based on: ($)(4) | | Net Income ($) (in millions) | Adjusted EBITDA ($)(5) (in millions) | | | | | | | TSR | Peer Group TSR | | | | 2024 | 7,908,650 | 10,612,389 | 2,629,139 | 3,294,325 | 287.51 | 208.99 | 250.6 | 447.9 | | 2023 | 6,667,795 | 13,934,625 | 2,261,142 | 4,173,766 | 318.75 | 218.23 | 478.6 | 698.9 | | 2022 | 6,508,776 | 11,156,444 | 2,363,124 | 3,440,123 | 175.72 | 178.99 | 641.3 | 994.2 | | 2021 | 5,679,932 | 5,192,986 | 2,087,322 | 2,044,041 | 124.60 | 157.75 | 150.9 | 457.0 | | 2020 | 4,343,999 | 4,426,909 | 1,612,982 | 1,716,748 | 102.25 | 116.44 | (35.8) | 108.3 |

  159. PAY VERSUS PERFORMANCE

    | (1) The PEO for each year was Walter J. Scheller, III. The non-PEO NEOs for each year were Jack K. Richardson (Chief Operating Officer), Dale W. Boyles (Chief Financial Officer), Kelli K. Gant (Chief Administrative Officer and Corporate Secretary), and Charles Lussier (Chief Commercial Officer). |

  160. PAY VERSUS PERFORMANCE

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total column with certain adjustments as described in footnote 3 below. |

  161. PAY VERSUS PERFORMANCE

    | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs. The amounts excluded or included for 2024 are set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards columns are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |

  162. PAY VERSUS PERFORMANCE

    | 2024 Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Summary Compensation Table Total ($) | Exclusion of Stock Awards ($) | Inclusion of Equity Values ($) | Compensation Actually Paid ($) | | PEO | 7,908,650 | (4,677,448) | 7,381,187 | 10,612,389 | | Non-PEO NEOs (average) | 2,629,139 | (1,246,493) | 1,911,679 | 3,294,325 |

  163. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values columns in the table above are derived from the amounts set forth in the following table:

  164. PAY VERSUS PERFORMANCE

    | Calculation of Equity Values included in Compensation Actually Paid | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year ($) | Total- Inclusion of Equity Values ($) | | PEO | 7,637,074 | (120,457) | (135,430) | 7,381,187 | | Non-PEO NEOs (average) | 1,990,628 | (40,702) | (38,247) | 1,911,679 |

  165. PAY VERSUS PERFORMANCE

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  166. PAY VERSUS PERFORMANCE

    | (4) The Peer Group TSR set forth in this table utilizes the S&P Metals and Mining Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P Metals and Mining Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  167. PAY VERSUS PERFORMANCE

    | (5) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. This performance measure may not have been the most important financial performance measure in prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. See the “Tabular List of Most Important Financial Performance Measures” for a definition of “Adjusted EBITDA” for purposes of this Pay Versus Performance section. |

  168. NEO Compensation Actually Paid, Company TSR and Peer Group TSR

    NEO Compensation Actually Paid, Company TSR and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the five most recently completed fiscal years, and the S&P Metals & Mining Index TSR over the same period. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

  169. NEO Compensation Actually Paid, Company TSR and Peer Group TSR

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  170. NEO Compensation Actually Paid and Net Income

    NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

  171. NEO Compensation Actually Paid and Adjusted EBITDA

    NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA

  172. NEO Compensation Actually Paid and Adjusted EBITDA

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  173. PAY RATIO

    PAY RATIO SEC rules require public companies to disclose the ratio of the annual total compensation of its CEO to the median of the annual total compensation of its other employees. In determining the median employee of the Company, we prepared a list of all employees as of December 31, 2024. Consistent with applicable rules, we used reasonable estimates both in the methodology used to identify the median employee and in calculating the annual total compensation of employees other than the CEO. We determined our median employee based on the taxable wages of each of our 1,668 employees (excluding the CEO), as reported in Box 1 on Internal Revenue Service Form W-2. The annual total compensation of our median employee (excluding the CEO) for 2024 was $138,393. As disclosed in the “Summary Compensation Table” appearing on page 60, our CEO’s annual total compensation for 2024 was $7,908,650. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was approximately 57 to 1. Given the different methodologies that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  174. PAY RATIO

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  175. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Compensation Committee evaluates and recommends to the Board of Directors the compensation to be paid to our non-employee directors. The Compensation Committee has determined that a combination of cash and equity-based incentive compensation should be used to attract and retain qualified candidates to serve on our Board. In setting director compensation, the Compensation Committee receives input from its independent compensation consultant to assess the competitiveness of our non-employee director compensation. The Compensation Committee uses the compensation consultant’s access to external market data to determine the pay practices of similarly situated companies in respect of their directors, and uses this data as a reference point in determining director fees and equity awards. Under our director compensation program for 2024, the non-management members of our Board of Directors (Ana B. Amicarella, J. Brett Harvey, Alan H. Schumacher, Stephen D. Williams and Lisa M. Schnorr) received (i) an annual cash retainer for Board service, (ii) an annual cash retainer for committee service, as applicable, and (iii) an annual award of RSUs granted under our 2017 Equity Plan that vests on the first anniversary of the date of grant. The amount of such annual retainers and equity grants, by position, are set forth below:

  176. DIRECTOR COMPENSATION

    | Position | Annual Cash Retainer ($) | Annual Equity Grant ($) | | Chairman | 175,000 | 150,000 | | Lead Director(1) | 120,000 | 150,000 | | Regular Board Member | 100,000 | 125,000 | | Audit Committee—Chair | 25,000 | — | | Audit Committee—Member | 10,000 | — | | Compensation Committee—Chair | 17,500 | — | | Compensation Committee—Member | 7,500 | — | | Sustainability, Environmental, Health and Safety Committee—Chair | 17,500 | — | | Sustainability, Environmental, Health and Safety Committee—Member | 5,000 | — | | Nominating and Corporate Governance Committee—Chair | 17,500 | — | | Nominating and Corporate Governance Committee—Member | 5,000 | — |

  177. DIRECTOR COMPENSATION

    | (1) Effective January 1, 2023, the Board elected J. Brett Harvey, an independent director, as the Chairman of the Board. Since the Chair of the Board is an independent director, there is no longer a lead director. |

  178. DIRECTOR COMPENSATION

    All retainers are payable monthly in advance. Also, each of our directors is reimbursed for out-of-pocket expenses incurred in connection with attendance at Board, committee and stockholder meetings, including the cost of travel, lodging, food and related expenses, and participation in director education programs. Each director will be fully indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law. We have entered into separate indemnification agreements with each of our directors and executive officers, which may be broader than the specific indemnification provisions contained in Delaware law.

  179. DIRECTOR COMPENSATION

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  180. DIRECTOR COMPENSATION

    The following table provides compensation information for the non-employee members of our Board for the year ended December 31, 2024.

  181. 2024 Director Compensation

    2024 Director Compensation

  182. 2024 Director Compensation

    | Name(1) | Fees Earned in Cash ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change In Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Ana B. Amicarella | 132,500 | 124,981 | — | — | — | 7,670 | 265,151 | | J. Brett Harvey | 191,250 | 149,950 | — | — | — | 9,203 | 350,403 | | Lisa M. Schnorr | 140,000 | 124,981 | — | — | — | 1,764 | 266,745 | | Alan H. Schumacher | 132,500 | 124,981 | — | — | — | 7,670 | 265,151 | | Stephen D. Williams | 105,000 | 124,981 | — | — | — | 11,505 | 241,486 |

  183. 2024 Director Compensation

    | (1) Walter J. Scheller, III, the Company’s CEO, is not included in this table as he is, and at all times during 2024 was, an employee of the Company and thus received no compensation for his service as director. The compensation received by Mr. Scheller as an employee of the Company is shown in the “Summary Compensation Table” on page 60. |

  184. 2024 Director Compensation

    | (2) The amounts in the table above reflect the grant date fair value of the time-based RSUs granted in 2024 as computed in accordance with FASB ASC Topic 718. Further detail surrounding the RSUs awarded, the method of valuation and the assumptions made are set forth in Note 12 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  185. 2024 Director Compensation

    | As of December 31, 2024, our non-employee directors had outstanding the following unvested RSUs: Ms. Amicarella—2,790, Mr. Harvey—3,348, Ms. Schnorr—2,607, Mr. Schumacher—2,790, and Mr. Williams—3,285. |

  186. 2024 Director Compensation

    | (3) Represents amounts paid pursuant to special dividends on RSUs that vested during 2024, which dividends were not reflected in the grant date fair value of such awards at the time of grant. |

  187. 2024 Director Compensation

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  188. Proxy Access Director Nominees

    Proxy Access Director Nominees Our Bylaws permit a stockholder (or group of up to 20 stockholders) that has owned at least 3% of the outstanding shares of the Company’s common stock continuously for at least three years to submit a number of director nominees, such number not to exceed 20% of the number of directors on the Board, for inclusion in our proxy statement if the stockholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws. To be considered for inclusion in the Company’s proxy statement for the 2026 Annual Meeting, the proposing stockholder(s) must send notice and the required information to the Secretary so that it is received no earlier than November 13, 2025 and no later than December 13, 2025 (as modified by the immediately following sentence, the “Advance Notice Window”). If the date of the 2026 Annual Meeting is called for a date that is more than 30 days earlier or more than 60 days after March 13, 2026, then to be timely the nomination of a director to be included in the Company’s proxy statement must be received by the Company no earlier than the 120th day prior to the 2026 Annual Meeting and no later than the close of business on the later of the 90th day prior to the meeting and the 10th day following the day on which public announcement of the date of the 2026 Annual Meeting is first made. The complete requirements for submitting a nominee for inclusion in our proxy materials are set forth in our Bylaws.