Warrior Met Coal, Inc DEF 14A, filed Mar 13, 2025
Warrior Met Coal, Inc. (HCC)
About this DEF 14A
Warrior Met Coal, Inc filed this DEF 14A on March 13, 2025.
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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2024 WARRIOR PROXY STATEMENT
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| Dear Fellow Stockholders,
We are pleased to share another strong year of growth for Warrior. In 2024, Warrior delivered a 6% increase in sales volumes and an 8% increase in production volumes compared to 2023, meeting or exceeding all guidance targets despite steelmaking coal prices reaching the lowest levels since 2021. Further to our priority of delivering long-term value to our stockholders, we also returned approximately $44 million in dividends to stockholders throughout the year. |
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One of our strategic areas of focus for the year remained continued progress developing and investing in our world-class Blue Creek Mine project. We expect Blue Creek to transform Warrior’s market position in the steelmaking industry, unlocking access to approximately 120 million short tons, and enabling Warrior to continue our proven track record of creating value. Thanks to the team’s efforts, we have started continuous miner unit production at Blue Creek on time during the fourth quarter of 2024 and expect the longwall to begin no later than the second quarter of 2026, all within budget. We anticipate Blue Creek to create an additional 350-plus jobs and are working to invest in our talent programs to ensure we can attract and retain the skilled employees needed for the success of this operation.
Safety remains our top priority, and we are proud to have achieved another year of safety leadership, with a 19% improvement in safety incidence rate compared to 2023 and a total incidence rate 65% lower than the national average for underground coal mines. The safety, wellbeing and continuous development of our more than 1,300 talented employees is paramount to everything we do, and the Board takes seriously its oversight responsibility of all human capital management.
We are grateful for all stockholders who have met with us throughout 2024 and engaged in insightful discussions. In response to stockholder feedback and the voting outcomes at last year’s annual meeting, our Board has implemented a number of actions related to corporate governance, human capital and talent management, and executive compensation. Additionally, the Board enhanced its governance policies to strengthen the Board’s risk oversight mechanisms as it relates to operational safety, cybersecurity and regulatory compliance.
We believe that Warrior is well positioned to continue delivering value for our stockholders as we advance our position as a leading producer and exporter of premium-quality steelmaking coal in the United States.
On behalf of the full Board and Warrior team, thank you for your continued support.
Sincerely,
J. BRETT HARVEY
Chairman
March 13, 2025
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
WARRIOR MET COAL, INC.
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Date: Wednesday, April 23, 2025 |
Time: 9:00 a.m. (Central Time) |
Place: Virtual Attendance Only | ||
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Business of the Annual Meeting of Stockholders
Instructions on how to participate in the virtual annual meeting can be found at www.cesonlineservices.com/hcc25_vm. The annual meeting of Warrior Met Coal, Inc. (the “Company”) is being held for the following purposes:
| (1) | To elect five director nominees to the Board of Directors; |
| (2) | To hold a non-binding advisory vote on the compensation of the Company’s named executive officers (the “NEOs”); |
| (3) | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; |
| (4) | To vote on a non-binding stockholder proposal if properly presented at the 2025 Annual Meeting of Stockholders; and |
| (5) | To transact such other business as may properly come before the annual meeting and any adjournment or postponement thereof. |
The Board of Directors recommends that you vote FOR each of the five director nominees; FOR the approval on an advisory basis of the compensation of the Company’s NEOs; and FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
The Board of Directors recommends that you vote AGAINST the stockholder proposal.
Only stockholders who owned shares of our common stock at the close of business on March 4, 2025 are entitled to notice of and to vote at this annual meeting or any adjournments or postponements that may take place.
You may only participate in the virtual annual meeting by registering in advance at www.cesonlineservices.com/hcc25_vm prior to the deadline of 9:00 a.m. (Central Time) on April 22, 2025. Please have the control number included on your Notice of Internet Availability of Proxy Materials or proxy card available, and follow the instructions to complete your registration request. Upon completing registration, participants will receive further instructions via email, including unique links that will allow them to access the virtual annual meeting and will permit them to submit questions and vote during the meeting. There is no physical location for the annual meeting.
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Whether or not you plan to participate in the virtual annual meeting, we urge you to review these materials carefully, which are available at www.viewourmaterial.com/HCC, and to vote by one of the following means.
| By Internet: Please follow the instructions on your Notice of Internet Availability of Proxy Materials or the proxy card. You will need the control number included on your Notice or proxy card to vote electronically. Your Internet vote must be received by 11:59 p.m. Eastern Daylight Time on April 22, 2025 in order to be counted for the annual meeting. | ||
| By Telephone: Call the toll-free telephone number shown on your Notice of Internet Availability of Proxy Materials or proxy card. You will need the control number included on your Notice or proxy card in order to vote by telephone. Your telephone vote must be received by 11:59 p.m. Eastern Daylight Time on April 22, 2025 in order to be counted for the annual meeting. | ||
| By Mail: You may request from the Company a hard copy of the proxy materials, including the proxy card, by following the instructions on your Notice of Internet Availability of Proxy Materials. If you request and receive the proxy card, please mark your selections on the proxy card, date and sign your name exactly as it appears on the proxy card and mail the proxy card in the pre-paid envelope that will be provided to you. Mailed proxy cards must be received no later than April 22, 2025 in order to be counted for the annual meeting. | ||
By Order of the Board of Directors
KELLI K. GANT
Chief Administrative Officer and Corporate Secretary
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This Proxy Statement and the accompanying instruction form or proxy card
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TABLE OF CONTENTS
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| Company Overview
Warrior is a U.S.-based, environmentally and socially minded supplier to the global steel industry. It is dedicated entirely to mining non-thermal metallurgical (“steelmaking”) coal used as a critical component of steel production. Warrior is a large-scale, low-cost producer and exporter of high-quality steelmaking coal, also known as hard-coking coal (HCC), operating highly efficient longwall operations in its underground mines based in Alabama. We believe our long-term success is built on a continuous investment in the safety and wellbeing of our people and our unwavering dedication to proactive environmental stewardship.
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Alabama-based supplier to the global steel industry |
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1300+ Employees focused on mining steelmaking, non-thermal coal | |||
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Reliable supplier of premium quality steelmaking coal |
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High returns with organic growth | |||
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Focused solely on mining non-thermal metallurgical coal (“steelmaking coal”) |
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Supporting growing demand for products foundational to a sustainable, less carbon-intensive economy | |||
| Blue Creek Mine
The Blue Creek Mine is one of the last remaining large scale untapped premium quality High Vol A steelmaking coal reserves in the U.S. Warrior is on track to commence operations, at full capacity, on this world-class project no later than the second quarter of 2026. Our strategic positioning of the Blue Creek Mine, Mine 4, and Mine 7, bolstered by more than 40 years of reserves, cements our role as a long-term, low-cost producer of premium steelmaking coal, and provides us with the ability to foster significant economic growth and long-term career opportunities.
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Our Strategy
> Maximize profitable production
and manage capital expenditures to keep mines well capitalized and efficient
> Maximize organic growth
via Blue Creek, which, along with Mine 4 and Mine 7, is expected to provide high returns for 3-4+ decades
> Capitalize on global market
demand growth for steel/steelmaking located in geographies that need seaborne hard-coking coal
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| 2024 Financial Highlights |
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$250.6M Net income
$447.9M Adjusted EBITDA*
+6% YoY increase in sales volumes
+8% YoY increase in production volumes
$43.8M Returned via dividends to stockholders in 2024
*See the accompanying 2024 Annual Report to Stockholders for a discussion of our use of “Adjusted EBITDA,” a non-GAAP financial measure, and a reconciliation of Adjusted EBITDA to net income.
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Director Overview
| Director | Other Current Public Company |
Committees | ||||||||||||||||||||
| Director | Current Role | Age | Since | Independent | Boards | A | C | NCG | SEHS | Key Skills | ||||||||||||
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Ana B. Amicarella | CEO, Ethos Energy | 58 | 2018 |
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CHAIR | CEO Experience
Financial Expertise
Health, Safety & | ||||||||||||
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J. Brett Harvey Board Chair |
Former Chairman, CONSOL Energy | 74 | 2017 | ∎ | 2 | CHAIR | ∎ | Mining Industry
Corporate Governance
International/M&A | |||||||||||||
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Walter J. Scheller, III | CEO of Warrior Met Coal | 64 | 2016 | 0 | ∎ | CEO Experience
Mining Industry
Labor/Human | |||||||||||||||
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Lisa M. Schnorr | Former SVP and Project Lead of Digital Enablement, Constellation Brands | 59 | 2022 | ∎ | 1 | ∎ | ∎ | CHAIR | ∎ | Financial Expertise
Labor/Human
International/M&A | |||||||||||
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Alan H. Schumacher | Former EVP and CFO, American National Can Corp | 78 | 2017 | ∎ | 2 | CHAIR | ∎ | Financial Expertise
Labor/Human
Corporate Governance | |||||||||||||
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Stephen D. Williams | Former CEO, Mechel Bluestone | 61 | 2016 | 0 | ∎ | Health, Safety & Environmental
International/M&A
Marketing/ | |||||||||||||||
A = Audit | C = Compensation | NCG = Nominating & Corporate Governance | SHES = Sustainability, Environmental, Health & Safety
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| 2024 Board Highlights | ||
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| 50% | ||
| Committee leadership roles held by women | ||
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| 100% | ||
| Directors bring labor or human resources expertise | ||
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| 33% | ||
| Diverse based on gender or race/ethnicity | ||
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| 7 years | ||
| Average director tenure | ||
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| 66 years | ||
| Average director age | ||
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| Skills Highlights | ||
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| CEO Experience | ||
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| Corporate Governance / Corporate | ||
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Responsibility Experience | |
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| Financial Expertise | ||
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| Health, Safety & Environmental Expertise | ||
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| International / M&A Execution Experience | ||
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| Labor / Human Resources Experience | ||
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| Marketing / Communications Experience | ||
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| Mining Knowledge Expertise
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Corporate Governance Highlights
Warrior is committed to leading governance practices and maintains a robust corporate governance framework to support effective and independent oversight of the Company’s long-term growth and shareholder value creation strategy.
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| Independent Board Structure
· 4 of 6 independent directors, 3 of 5 independent following the 2025 Annual Meeting
· Independent Board Chair
· 100% independent key governance committees
· Regular executive sessions of independent directors
· Robust CEO and Board succession planning |
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Accountable to Stockholders
· Majority vote standard for annual Board elections
· Annual Say-on-Pay vote
· Majority vote standard for M&A approval and bylaws and charter amendments
· Annual Board and committee evaluations, individual director self-evaluations | ||
| Aligned with Stockholder Interest
· All directors and executives own company stock
· Stock ownership guidelines and equity retention requirements for directors and officers
· Proxy access rights
· Retirement policy for directors, subject to exceptions granted by the Board of Directors
· Regular shareholder engagement program with independent director participation
· Double-trigger change-in-control provision for all equity awards starting in 2025 |
Robust Risk Oversight
· Dedicated Sustainability, Environmental, Health and Safety Committee oversees sustainability initiatives and risks
· All directors possess experience and background in labor and human relations management
· Risk oversight by full Board and designated committees, including formal risk assessment and management processes involving our senior leadership | |||
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RECENT GOVERNANCE ENHANCEMENTS ADOPTED IN RESPONSE TO SHAREHOLDER PREFERENCES
- Adopted proxy access rights
- Adopted a stockholder rights plan policy to require stockholder approval
- Initiated a respect for human rights assessment conducted by an independent third-party
Proposalsrelating to these items received substantial shareholder support at our 2024 Annual Meeting
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Supporting the Safety and Well-Being of Our People
| Our team members are the cornerstone of our success and continuous investment in employees is a strategic priority. We adhere to labor laws and maintain a Human Rights Policy that protects and supports workers’ rights, including the right to unionize and collectively bargain without fear of reprisal, intimidation or harassment.
Our unwavering commitment to our people’s safety encompasses every aspect of our business and ensures the well-being of our employees will always be our top priority. Our operations are guided by the rigorous risk mitigation and safety protocols we enforce. We work to take care of our people with our ultimate goal being zero safety incidents.
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2024 SAFETY HIGHLIGHTS
50,000 Training hours
21,000+ Above required training hours
30% Increase in training for those new to underground operations
26 New mine foreman certified
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| Active Employee Engagement |
Regular employee engagement survey
Confidential, third-party managed hotline to report violations of company policy |
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Commitment to Human Rights |
Human Rights Policy, guided by international principles and standards
Annual trainings provided to all of our employees on various elements of our human rights program
Board initiated, proactive assessment on Company’s respect for human rights
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| Continuous Employee Investments |
In the top 10% of wage earners in Alabama, for 2022, 2023 and 2024
Paid for 100% of our employee’s health insurance premiums
Decreased employee turnover between 2023 and 2024 by investing in training and development |
Robust Oversight of Labor Practices |
Compensation Committee oversees talent strategy, with regular updates from Chief Administrative Officer on labor relations and results of the employee engagement survey | |||||
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2024 Executive Compensation Program Highlights
The Board is committed to maintaining robust pay for performance alignment within our executive compensation program. We tie the majority of executive compensation to rigorous performance metrics and stock price achievements to ensure executive pay is aligned with our stockholder’s experience.
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2024 Shareholder-Aligned Incentive Program Outcomes
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ANNUAL INCENTIVE
~180% of target payout |
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PSAs PAYOUTS
~190% of target payout |
Board Responsiveness to 2024 Say-On-Pay Vote
| WHAT WE HEARD |
OUR RESPONSE | |||
| In response to the Transformational Awards related to the Blue Creek Mine project, stockholders expressed a preference to not grant one-time discretionary awards to executives |
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Compensation Committee made a commitment to not grant any additional off-cycle incentive awards to NEOs through the duration of the vesting term of the Transformational Awards, unless warranted by extraordinary circumstances | ||
| Stockholders requested to see double-trigger vesting of compensation upon a change-in-control |
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Compensation Committee has committed to include double-trigger change-in-control vesting provisions in all future equity awards, beginning in 2025 | ||
A full summary of our regular stockholder engagement efforts and additional actions taken by the Board and Compensation Committee in response to stockholder perspectives regarding certain compensation and governance practices can be found in the “Stockholder Engagement” section on page 36.
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PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, APRIL 23, 2025
This Proxy Statement, along with the accompanying Notice of Annual Meeting of Stockholders, contains information about the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Warrior Met Coal, Inc., including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting on Wednesday, April 23, 2025 at 9:00 a.m. (Central Time). This year we will be conducting the Annual Meeting online via live webcast in order to allow our stockholders and other attendees to participate from any location and to reduce the environmental impact of our annual meeting.
You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the meeting by visiting www.cesonlineservices.com/hcc25_vm. You may only participate in the virtual annual meeting by registering prior to the deadline of 9:00 a.m. (Central Time) on April 22, 2025. Please have the control number included on your Notice of Internet Availability of Proxy Materials or proxy card available, and follow the instructions at www.cesonlineservices.com/hcc25_vm to complete your registration request. See additional instructions below under “General Information About the Annual Meeting — How do I register to attend the Annual Meeting virtually on the Internet?”
In this Proxy Statement, unless otherwise stated or indicated by context, the terms “Warrior,” the “Company,” “we,” “our” and “us” refer to Warrior Met Coal, Inc. and its subsidiaries.
Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
This Proxy Statement relates to the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at the Annual Meeting. On or about March 13, 2025, we began sending a Notice of Internet Availability of Proxy Materials to all stockholders entitled to vote at the Annual Meeting.
We encourage all of our stockholders to vote prior to or during the Annual Meeting, and we hope the information contained in this document will help you decide how you wish to vote. If you would like additional copies of this document, need to obtain a proxy card, or need assistance voting, please contact Morrow Sodali LLC, the Company’s proxy solicitor, at the address and telephone number listed below. You will not be charged for any of the documents that you request.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Stockholders Call Toll Free: (800) 278-2141
Hcc.info@investor.sodali.com
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 23, 2025
The Notice of Annual Meeting of Stockholders, the Proxy Statement and the Company’s 2024 Annual Report to Stockholders are available free of charge to view, print and download at www.viewourmaterial.com/HCC.
Additionally, you can find a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including financial statements and schedules thereto, on the website of the Securities and Exchange Commission, or the SEC, at www.sec.gov, or in the “Investors” section of our website at www.warriormetcoal.com (under the “SEC Filings” link). You may also obtain a printed copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including financial statements and schedules thereto, free of charge, from us by sending a written request to: Warrior Met Coal, Inc., 16243 Highway 216, Brookwood, Alabama 35444, Attn: Corporate Secretary. Exhibits will be provided upon written request and payment of an appropriate processing fee.
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GENERAL INFORMATION ABOUT THE ANNUAL MEETING
How can I participate in the Annual Meeting?
The Annual Meeting will take place on Wednesday, April 23, 2025 at 9:00 a.m. (Central Time). The Annual Meeting will be a virtual meeting of stockholders conducted exclusively by live webcast. No physical meeting will occur.
You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.cesonlineservices.com/hcc25_vm. You also will be able to vote your shares online by attending the Annual Meeting by webcast. You may only participate in the virtual annual meeting by registering prior to the deadline of 9:00 a.m. (Central Time) on April 22, 2025. See additional instructions below under “General Information About the Annual Meeting — How do I register to attend the Annual Meeting virtually on the Internet?”
The online meeting will begin promptly at 9:00 a.m. (Central Time). We encourage you to access the meeting prior to the start time, leaving ample time to check in.
How do I register to attend the Annual Meeting virtually on the Internet?
Attendance at the Annual Meeting or any adjournment or postponement thereof will be limited to stockholders of the Company as of the close of business on the Record Date and guests of the Company. Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first-come, first-served basis once electronic entry begins. You will not be able to attend the Annual Meeting in person at a physical location. In order to attend the virtual meeting, you will need to pre-register by 9:00 a.m. (Central Time) on April 22, 2025. To pre-register for the meeting, please follow these instructions:
Registered Stockholders: Stockholders of record as of the Record Date may register to participate in the Annual Meeting remotely by visiting www.cesonlineservices.com/hcc25_vm. Please have your Notice of Internet Availability of Proxy Materials or proxy card containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting remotely must be received no later than 9:00 a.m. (Central Time) on April 22, 2025.
Beneficial Stockholders: Stockholders whose shares are held through a broker, bank or other nominee as of the Record Date may register to participate in the Annual Meeting remotely by visiting www.cesonlineservices.com/hcc25_vm. Please have your Notice, voting instruction form or other communication containing your control number available and follow the instructions to complete your registration request. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the virtual Annual Meeting. Requests to register to participate in the Annual Meeting remotely must be received no later than 9:00 a.m. (Central Time) on April 22, 2025.
Questions on how to pre-register: If you have any questions or require any assistance with pre-registering, please contact the Company’s proxy solicitor: Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, Stockholders Call Toll Free: (800) 278-2141, Hcc.info@investor.sodali.com.
Who is entitled to vote at the Annual Meeting?
You are entitled to vote at the meeting if you were a holder of the Company’s common stock, par value $0.01 per share, as of the close of business on March 4, 2025 (the “Record Date”). Our common stock is our only authorized and issued voting security. Each share of common stock is entitled to one vote on each proposal presented during the Annual Meeting.
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How many shares are eligible to vote?
On the Record Date there were 52,559,285 shares of our common stock outstanding and entitled to vote at the Annual Meeting.
What will I be voting on?
You will be voting on the matters listed below (with the Board’s recommendations on each matter):
| Proposal |
Board Recommendation |
Page Reference | ||||||
| 1 | Elect the five director nominees named in this Proxy Statement |
✓ | FOR | 13 | ||||
| 2 | Non-binding advisory vote to approve the compensation of our NEOs |
✓ | FOR | 79 | ||||
| 3 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ended December 31, 2025 |
✓ | FOR | 83 | ||||
| 4 | Non-binding stockholder proposal if properly presented at the 2025 Annual Meeting |
AGAINST | 87 | |||||
| 5 | Consider any other business properly brought before the meeting |
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What is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most stockholders of the Company hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.
Stockholder of Record: If your shares are registered directly in your name with the Company’s transfer agent, Computershare, Inc., you are considered the stockholder of record with respect to those shares, and the Notice of Annual Meeting of Stockholders is being sent directly to you. As the stockholder of record, you have the right to grant your voting proxy directly to the persons named as proxy holders, J. Brett Harvey and Kelli K. Gant, or to vote during the virtual Annual Meeting. If you request printed copies of the proxy materials, the Company will provide a proxy card for you to use. You may also vote by Internet or by telephone, as described below under the heading “How do I vote?”
Beneficial Owner: If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you are invited to participate in the virtual Annual Meeting. You also have the right to direct your broker or nominee on how to vote these shares. Your broker or nominee should have enclosed a voting instruction form for you to direct your broker or nominee how to vote your shares. You may also vote by Internet or by telephone, as described below under “How do I vote?” However, shares held in “street name” may be voted during the virtual Annual Meeting by you only if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.
How do I vote?
You can vote your shares:
| • | by Internet by following the instructions on the Notice or the proxy card; |
| • | by calling the toll-free telephone number shown on the Notice or the proxy card; |
| • | by mail by completing, signing and returning the proxy card; or |
| • | by Internet during the virtual Annual Meeting. |
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Please read the instructions on the Notice, the proxy card or the information sent by your broker, bank or nominee. Mailed proxy cards or voting instruction forms should be returned in the envelope provided to you with your proxy card or voting instruction form, and must be received by April 22, 2025 in order for the vote therein to be counted for the Annual Meeting. An Internet or telephone vote must be received by 11:59 p.m. Eastern Daylight Time on April 22, 2025 in order to be counted for the Annual Meeting. Your vote is important and we strongly encourage you to vote your shares by following the instructions provided on the enclosed Notice or proxy card. Please vote promptly.
What do I do if my shares are held by a bank or brokerage firm?
If your shares are held by a bank or brokerage firm, your bank or broker will send you a separate package describing the procedure for voting your shares. You should follow the instructions provided by your bank or brokerage firm.
What is the quorum requirement?
The quorum requirement for holding the Annual Meeting and transacting business is the presence, in person or by proxy, of the holders of a majority of the voting power of all outstanding shares of common stock entitled to be voted at such meeting. Abstentions and shares represented by “broker non-votes,” as described below, are counted as present and entitled to vote for the purpose of determining a quorum.
What level of stockholder vote is required to approve each proposal, what are the effects of abstentions and unmarked proxy cards, and is broker discretionary voting allowed?
Each share of our common stock is entitled to one vote with respect to each proposal. The votes required are summarized below:
| Proposal |
Vote Required for Approval |
Effect of Abstentions |
Broker Discretionary Voting Allowed(1) |
Unmarked Signed Proxy Cards | ||||||
| 1. | Election of directors | The number of votes cast for a nominee exceeds the number of votes cast against that nominee(2) |
No effect | No | Voted “For” All Director Nominees | |||||
| 2. | Non-binding advisory vote to approve the compensation of our NEOs | Majority of votes cast by stockholders entitled to vote on the matter |
No effect | No | Voted “For” | |||||
| 3. | Ratification of the appointment of the independent registered public accounting firm | Majority of votes cast by stockholders entitled to vote on the matter |
No effect | Yes | Voted “For” | |||||
| 4. | Non-binding stockholder proposal if properly presented | Majority of votes cast by stockholders entitled to vote on the matter |
No effect | No | Voted “Against” | |||||
| (1) | If you are a beneficial owner whose shares are held of record by a broker or other NYSE member organization, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote,” and when they occur, broker non-votes are not counted affirmatively or negatively with respect to any proposal. Under the NYSE rules that govern brokers who are voting with respect to shares held in street name, brokers |
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| ordinarily have the discretion to vote those shares on routine matters (such as ratification of the appointment of the independent registered public accounting firm), but not on non-routine matters. Because broker non-votes are not voted affirmatively or negatively, they will not be considered in determining the number of votes necessary for approval and, therefore, will have no effect on the outcome of Proposal 1. Because brokers are not entitled to vote on Proposal 2 or Proposal 4, broker non-votes will have no effect on the outcome of these votes. |
| (2) | Pursuant to the Company’s Director Resignation Policy, an uncontested director is required to promptly tender to the Chairman of the Board of Directors an irrevocable contingent resignation in the event that the number of “For” votes with respect to such director’s election or re-election does not exceed the number of “Against” votes. The Nominating and Corporate Governance Committee of the Board is required to consider on an expedited basis such director’s tendered resignation and make a recommendation to the Board concerning the acceptance or rejection of the tendered resignation. The Board is required to take formal action on the committee’s recommendation expeditiously following receipt, and the Company will file a Current Report on Form 8-K with the SEC in order to disclose the Board’s decision and, if applicable, its reasoning for rejecting the tendered resignation. |
Can I change my vote?
At any time before the Annual Meeting you may change your vote and revoke your proxy:
If you are a record holder, by:
| • | voting at a later time by telephone or the Internet (which changed telephone or Internet vote must be received by 11:59 p.m. Eastern Daylight Time on April 22, 2025); |
| • | voting by Internet during the Annual Meeting; |
| • | delivering a properly signed proxy card with a later date that is received on or before April 22, 2025; or |
| • | delivering written notice to our Corporate Secretary, provided such notice is received on or before April 22, 2025: |
| Kelli K. Gant Warrior Met Coal, Inc. 16243 Highway 216 Brookwood, Alabama 35444. |
If you hold through a broker, bank or other nominee, by:
| • | submitting voting instructions by contacting your bank, broker or other nominee; or |
| • | otherwise complying with the instructions provided by your bank, broker or other nominee. |
Participation in the virtual Annual Meeting itself will not revoke a proxy.
Who will count the votes?
The Board appointed Corporate Election Services, Inc. as the Company’s independent proxy tabulator and First Coast Results, Inc. as the Inspector of Election. The Inspector of Election shall have the authority to receive, inspect, electronically tally and determine the validity of the proxies received.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote and (3) to facilitate a successful proxy solicitation by the Board. Additionally, we will forward to management any written comments you provide on a proxy card or through other means.
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What happens if other matters come up during the Annual Meeting?
The matters described in this Proxy Statement are the only matters we know of that will be voted on during the Annual Meeting. If other matters are properly presented during the Annual Meeting and you are a stockholder of record and have submitted a completed proxy card or voting instruction form, the persons named in such proxy card or voting instruction form will vote your shares according to their best judgment.
Are stockholders entitled to appraisal or dissenters’ rights?
Under Delaware law, stockholders are not entitled to appraisal or dissenters’ rights with respect to the proposals presented in this Proxy Statement.
Who pays for the proxy solicitation related to the Annual Meeting?
The cost of soliciting proxies will be borne by the Company. In addition to sending you these materials by mail and electronically, the Company may use the services of its officers and other employees of the Company who will receive no special compensation for their services but may be reimbursed for their out of pocket expenses to contact you personally, by telephone, electronically, in writing or in person. We will also reimburse banks, brokers and other fiduciaries for their reasonable costs in forwarding these materials to the beneficial owners of our common stock. The Company has engaged Morrow Sodali LLC to assist with the solicitation of proxies and expects to pay approximately $12,500 for these services, plus expenses.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results during the Annual Meeting and publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final voting results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final results within four business days after the final results are known.
How do I obtain a separate set of proxy materials if I share an address with other stockholders?
To reduce expenses, in some cases, we are delivering one Notice or, where applicable, one set of the proxy materials, to certain stockholders who share an address, unless otherwise requested by one or more of the stockholders. For stockholders who request and receive hard copies of the proxy materials, a separate proxy card will be included with the proxy materials for each stockholder. For stockholders receiving a Notice, the Notice will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet or by telephone. If you have only received one Notice or one set of the proxy materials, you may request separate copies at no additional cost to you by calling us at (205) 554-6150 or by writing to us at Warrior Met Coal, Inc., 16243 Highway 216, Brookwood, Alabama 35444, Attn: Corporate Secretary. If you received a Notice and you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting such materials.
You may also request separate paper proxy materials or a separate Notice for future annual meetings by following the instructions in the Notice for requesting such materials, or by contacting us by calling or writing.
If I share an address with other stockholders of the Company, how can we get only one set of voting materials for future meetings?
You may request that we send you and the other stockholders who share an address with you only one Notice or one set of proxy materials by calling us at (205) 554-6150 or by writing to us at Warrior Met Coal, Inc., 16243 Highway 216, Brookwood, Alabama 35444, Attn: Corporate Secretary.
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ITEMS OF BUSINESS REQUIRING YOUR VOTE
Proposal 1 — Election 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:
| • | breadth of knowledge regarding our business or industry; |
| • | high-level managerial experience in large organizations; |
| • | specific skills, experience or expertise related to an area of importance to us, such as mining industry knowledge, government, policy, finance or law; |
| • | whether the candidate would be considered independent; |
| • | moral character and integrity; |
| • | commitment to our stockholders’ interests; |
| • | ability to provide insights and practical wisdom based on experience and expertise; |
| • | ability to read and understand financial statements; and |
| • | ability to devote the time necessary to carry out the duties of a director, including attendance at meetings and consultation on company matters. |
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
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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.
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:
| 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. | |||
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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. | ||
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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. | ||
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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. | ||
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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. | ||
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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. | ||
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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. | ||
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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.
| Director Nominees | ||||||||||||
| Director Experience, Expertise and Skills | J. Brett Harvey |
Walter J. Scheller, III |
Lisa M. Schnorr |
Alan H. Schumacher |
Stephen D. Williams | |||||||
|
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CEO Experience | ✓ | ✓ | ✓ | ✓ | |||||||
| Corporate Governance/Corporate Responsibility Experience | ✓ | ✓ | ✓ | ✓ | ||||||||
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Financial Expertise | ✓ | ✓ | ✓ | ✓ | |||||||
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Health, Safety & Environmental Expertise | ✓ | ✓ | ✓ | ||||||||
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International/M&A Execution Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||
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Labor/Human Resources Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||
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Marketing/Communications Experience | ✓ | ✓ | ✓ | ✓ | |||||||
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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 | |||||||
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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.
|
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
|
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|
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
|
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|
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
|
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|
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
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|
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
|
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.
Required Vote for Election and Recommendation of the Board of Directors
In order to be elected as a director, a director nominee must receive a majority of the votes cast by the holders of shares participating in or represented by proxy at our virtual Annual Meeting and entitled to vote on the matter. A majority of the votes cast means that the number of shares voted “For” a director nominee’s election must exceed the number of shares voted “Against” such nominee’s election. Under a majority voting standard, abstentions and broker non-votes (if any) are not counted as votes “For” or “Against” a director nominee and will have no effect on the outcome of this proposal. Brokers, as nominees for the beneficial owners, may not exercise discretion in voting on this matter and may only vote on this proposal as instructed by the beneficial owners of the shares. Unless otherwise instructed, the proxy holders will vote proxies held by them FOR the election of each of the five nominees for director named above.
An uncontested director is required to promptly tender to the Chairman of the Board of Directors an irrevocable contingent resignation in the event that the number of “For” votes with respect to such director’s election or re-election does not exceed the number of “Against” votes. The Nominating and Corporate Governance Committee of the Board is required to consider on an expedited basis such director’s tendered resignation and make a recommendation to the Board concerning the acceptance or
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rejection of the tendered resignation. The Board is required to take formal action on the committee’s recommendation expeditiously following receipt, and the Company will publicly disclose the Board’s decision and, if applicable, its reasoning for rejecting the tendered resignation.
| ✓ |
Our Board of Directors recommends that stockholders vote FOR | |
Information about Executive Officers Who Are Not Also Directors
Set forth below are the biographies of each of our executive officers who is not also a director. As described in the Compensation Discussion and Analysis below, we have employment agreements with each of our executive officers, including our NEOs. The stock ownership with respect to each executive officer is set forth in the “Security Ownership of Certain Beneficial Owners and Management” table on page 85.
|
Age: 63
Chief Operating Officer since: 2016
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Jack K. Richardson
Experience: Jack K. Richardson was appointed as our Chief Operating Officer in March 2016. Mr. Richardson was the Vice President of Murray Energy from September 2015 to March 2016. From June 2014 to August 2015, he served as the Chief Executive Officer of White Oak Resources, LLC. Mr. Richardson was employed by CONSOL Energy Inc. for over 30 years, with his most recent position being Vice President of Coal Operations. Mr. Richardson has worked in the mining sector for over 40 years and has experience in all basins east of the Mississippi River. Mr. Richardson graduated from Bluefield State College with a Bachelor of Science degree in Mining Engineering Technology and an Associate of Science degree in Business Management.
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Age: 64
Chief Financial Officer since: 2017 |
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Dale W. Boyles
Experience: Dale W. Boyles has been our Chief Financial Officer since January 2017. From November to December 2016, he provided consulting services to Warrior Met Coal, LLC. Mr. Boyles was the Chief Financial Officer of Noranda Aluminum Holding Corporation (formerly NYSE listed under “NOR”), a primary aluminum and aluminum coil manufacturer, from November 2013 to November 2016. While in that role, he oversaw the voluntary reorganization under Chapter 11 of the Bankruptcy Code of Noranda in 2016. From 2006 to June 2012, Mr. Boyles served in several capacities for Hanesbrands, Inc. (NYSE listed under “HBI”), an apparel company, including Operating Chief Financial Officer from October 2011 to June 2012, Interim Chief Financial Officer from May 2011 to October 2011, and Vice President, Controller and Chief Accounting Officer from 2006 to May 2011. From 1997 to 2006, he served in various capacities for KPMG LLP, most recently as Audit Partner, Consumer & Industrial Markets. Mr. Boyles was Corporate Division Controller for Collins & Aikman Corporation from 1993 to 1996. Mr. Boyles graduated from the University of North Carolina — Charlotte with a Bachelor of Science degree in Accounting. Mr. Boyles is a certified public accountant. Mr. Boyles currently serves as a member of the board of directors of Forward Air Corporation. |
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|
Age: 53
Chief Administrative Officer since: 2016
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Kelli K. Gant
Experience: Kelli K. Gant was appointed as our Chief Administrative Officer in March 2016 and as our Corporate Secretary in January 2017. Ms. Gant was the VP — Human Resources at Walter Energy from August 2011 to March 2016 and the Director — Benefits at Walter Energy from December 2009 to July 2011. Before joining Walter Energy, she was the Senior Vice President and Corporate Benefits Director of Colonial Bank from December 2008 to November 2009, the President of Pension & Benefit Trust Company from July 2007 to November 2008, and the Senior Vice President and Institutional Services Manager of Regions Morgan Keegan Trust from October 2000 to July 2007. Ms. Gant graduated from Auburn University at Montgomery with a Bachelor of Science degree in Human Resources Management, received her Juris Doctor degree from Jones School of Law at Faulkner University and received her Master of Business Administration degree from Manderson Graduate School of Business at The University of Alabama.
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Age: 50
Chief Commercial Officer since: 2020
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Charles Lussier
Experience: Charles Lussier has been our Chief Commercial Officer since March 2020, after serving as our Senior Vice President, Sales and Marketing since March 2019. Prior to joining the Company in March 2018 as Vice President, Sales and Marketing, Mr. Lussier was employed as the General Manager of Nitrogen and Latin America Strategy of the global explosives company, Dyno Nobel, from 2015 to 2018. Prior to joining Dyno Nobel, Mr. Lussier worked at Canadian Occidental Petroleum and its successors, Nexen, Nexen Quimica Brasil Ltda. and Canexus, from 1998 to 2015, where he held numerous management positions within Operations, Business Development and Sales and Marketing. During this time, Mr. Lussier spent over 11 years in Brazil working in different locations. Mr. Lussier graduated from the University of Sherbrooke in Quebec, Canada with a degree in Chemical Engineering, and received his Master of Business Administration degree from Athabasca University. |
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Age: 42
Chief Accounting Officer and Controller since: 2016
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Brian M. Chopin
Experience: Brian M. Chopin was appointed as our Senior Vice President, Chief Accounting Officer and Controller in March 2023, and has served as our Chief Accounting Officer and Controller since March 2016. Mr. Chopin served as Chief Accounting Officer and Controller of Walter Energy from May 2015 to March 2016. Mr. Chopin was the Assistant Corporate Controller from January 2014 to May 2015 and the SEC Reporting Manager from July 2012 to January 2014, of Walter Energy. Before joining Walter Energy, Mr. Chopin was an Audit Manager at KPMG in its Assurance and Advisory Business Services practice from September 2006 to July 2012. Mr. Chopin graduated from the University of Mississippi with a Bachelor of Science degree in Accounting and a Master of Accounting degree with an emphasis in taxation. Mr. Chopin is a certified public accountant. |
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CORPORATE GOVERNANCE AND BOARD MATTERS
Governance Highlights
Our Board of Directors is committed to having sound corporate governance principles. Having such principles is essential to running our business efficiently and to maintaining our integrity in the marketplace. This “Corporate Governance and Board Matters” section of this Proxy Statement describes our governance framework, which includes the following features:
| • | Policy requiring the Chair of the Board to be an independent director |
| • | Unclassified Board with annual elections |
| • | Reconstituted Sustainability, Environmental, Health and Safety Committee to focus the Board on sustainability issues and assist the Board in fulfilling its responsibilities in these areas |
| • | Directors required to submit resignations if they receive a majority of “Against” votes |
| • | Annual Board and committee evaluations, as well as director self-evaluations |
| • | Formal CEO and management succession planning led by a Board committee |
| • | Human Rights Policy guided by international principles and standards |
| • | Proxy access bylaw enables qualified stockholders to nominate director candidates |
| • | Corporate Governance Guidelines require the Company to seek stockholder approval prior to, or within one year following, adoption, extension or renewal of a rights plan |
| • | No supermajority standards — stockholders may amend our bylaws or charter by simple majority vote |
| • | Mandatory retirement age for directors of 80, subject to exceptions granted by the Board of Directors |
| • | Risk oversight by full Board and designated committees, including formal risk assessment and management processes involving our senior leadership |
| • | Regular executive sessions of independent directors |
| • | Stock ownership guidelines and equity retention requirements for directors and officers |
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.
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
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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
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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.
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines to assist the Board and its committees in the exercise of their responsibilities. The Corporate Governance Guidelines, which can be found in the “Investors” section of the Company’s website at www.warriormetcoal.com (under the “Corporate Governance” link), set forth guiding principles and provide a flexible framework for the governance of the Company. The Corporate Governance Guidelines address, among other things, Board functions and responsibilities, management succession, Board membership and independence, Board meetings and Board committees, access to management, employees and outside advisors, and director orientation and continuing education. The Nominating and Corporate Governance Committee regularly reviews and reassesses the adequacy of the Corporate Governance Guidelines and recommends any proposed changes to the Board, and the full Board approves such changes as it deems appropriate.
Board Self Evaluation Process
Pursuant to the Corporate Governance Guidelines, the Board and each of its committees conduct annual evaluations of their performance, led by the Nominating and Corporate Governance Committee. The evaluations are intended to determine whether the Board and its committees are functioning effectively and fulfilling the requirements set forth in the Corporate Governance Guidelines or the committee’s charter, as applicable. The evaluations also provide the Board and its committees with an opportunity to reflect upon and improve processes and effectiveness. The evaluations include self-evaluations pursuant to which the directors are asked to examine their own contributions to the Board or committee, as appropriate, and potential areas of improvement.
Succession Planning
Also as required by the Corporate Governance Guidelines, the Nominating and Corporate Governance Committee has established, and the Board has reviewed, short- and long-term succession plans for the CEO and other senior management positions, including in the event of unanticipated vacancies in those offices. The Nominating and Corporate Governance Committee regularly reviews these management succession plans and seeks input from management when appropriate. With respect to director succession planning, the Corporate Governance Guidelines establish a mandatory retirement age for non-employee directors of 80, subject to exceptions that may be granted by the Board. The Guidelines also provide that a director who experiences a change in employment status should offer to resign from the Board, and the Nominating and Corporate Governance Committee will evaluate whether the Board should accept the resignation based on a review of whether the director continues to satisfy the Board’s membership criteria in light of the director’s new status.
Policy on Stockholder Rights Plans
In October 2024, the Board amended the Corporate Governance Guidelines to adopt a policy requiring the Company to seek stockholder approval prior to, or within one year following, adoption, extension or renewal of a stockholder rights plan. For purposes of this policy, the term “rights plan” refers to the type of stockholder rights plan that some companies adopt to provide an opportunity for negotiation during a hostile takeover attempt. This action was taken following the 2024 Annual Meeting of Stockholders, where 51% of the Company’s stockholders supported a non-binding stockholder proposal urging the Board to adopt a “poison pill” bylaw provision that would require the Company to submit any rights plan to a stockholder vote within one year of being adopted, extended or renewed by the Board.
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Board Leadership Structure
The Board of Directors oversees the business and affairs of the Company and monitors the performance of its management. The basic responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be the best interests of the Company and its stockholders. Although the Board is not involved in the Company’s day-to-day operations, the directors keep themselves informed about the Company through meetings of the Board, reports from management and discussions with the Company’s NEOs. Directors also communicate with the Company’s outside advisors, as necessary.
In December 2022, in response to feedback received from the Company’s stockholders, the Board adopted a policy requiring that the role of the CEO and Chair of the Board be separate and that the Chair of the Board be independent under NYSE listing standards. The Board believes that this leadership structure promotes accountability, clarifies the individual roles and responsibilities of the CEO and Chair, and streamlines decision making. Pursuant to this policy, the Board elected J. Brett Harvey, an independent director, as the Chairman of the Board effective January 1, 2023. As the Chairman of the Board, Mr. Harvey acts as the key liaison with the CEO, sets the agendas for Board meetings, presides over meetings of the Board and the stockholders, communicates the Board’s feedback to the CEO, and communicates on behalf of the Board with various constituencies involved with the Company.
Director Independence
Our Corporate Governance Guidelines provide that a majority of the Board’s directors must be “independent” under applicable criteria established by the NYSE. Our Corporate Governance Guidelines also provide that the Board shall perform an annual review of the independence of each director and director nominee and make an affirmative determination as to each director’s independence. In making this affirmative determination, NYSE listing standards require that our Board consider whether each director has a “material relationship” with the Company (either directly or as a partner, stockholder or officer of an organization that has a material relationship with the Company). The Board has determined that each of Messrs. Harvey and Schumacher and Mses. Amicarella and Schnorr is an independent director under applicable NYSE criteria.
Board of Directors Meetings and Committees
Meeting Attendance
Under our Corporate Governance Guidelines, directors are expected to attend all Board meetings and meetings of the committees of the Board on which they serve, and directors are encouraged to attend the annual meetings of stockholders. The Board met five times in 2024. None of the directors attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings of committees of the Board for the period during which the director served on the Board or such committees in 2024. All of the Company’s directors attended our 2024 Annual Meeting of Stockholders.
Standing Committees
The Board currently has four standing committees and, upon the recommendation of the Nominating and Corporate Governance Committee, appoints the members of those committees. The standing committees include (1) the Audit Committee, (2) the Compensation Committee, (3) the Nominating and Corporate Governance Committee and (4) the Sustainability, Environmental, Health and Safety Committee. Each of the key committees is comprised entirely of independent directors. From time to time, the Board may also add new committees or remove existing committees as it deems advisable in the fulfillment of its responsibilities.
Each of the standing committees of the Board is governed by a written charter, and each committee conducts an annual evaluation of its performance and its charter. The charter for each committee can be found in the “Investors” section of the Company’s website at www.warriormetcoal.com (under the “Corporate Governance” link).
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The following table sets forth the current membership of each committee of the Board of Directors and the number of meetings that each committee held during 2024, as well as the roles and responsibilities of each committee.
|
Audit Committee |
Current Members | |
| Number of Meetings in Fiscal 2024: 4 |
Alan H. Schumacher (Chair) Ana B. Amicarella Lisa M. Schnorr |
ROLES AND RESPONSIBILITIES:
| • | Assist our Board in its oversight responsibilities regarding the integrity of our financial statements, the independent auditor’s qualifications, independence and performance, the performance of our internal audit function and our compliance with legal and regulatory requirements |
| • | Discuss with management and the independent auditor the Company’s annual audited financial statements and quarterly financial statements, including disclosures made in Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the adequacy of the internal controls over financial reporting |
| • | Review and discuss with the senior officer responsible for the internal audit function the annual audit scope, budget and schedule, and review and approve the internal audit plan and the results of internal audit activities |
| • | Review and discuss press releases and the uses of “adjusted” non-GAAP financial information, and financial information and earnings guidance provided to analysts and ratings agencies |
| • | Review and determine whether to approve any proposed transactions and waiver requests required under the Company’s organization documents and rights plans relating to the Company’s tax attributes |
| • | Be directly and ultimately responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent auditor, considering qualifications, independence and performance; approve the scope of the proposed audit for each fiscal year and the fees and other compensation to be paid to the independent auditor therefor |
| • | Oversee the Company’s compliance program with respect to legal and regulatory requirements, including the Company’s Code of Business Conduct and Ethics and the Company’s policies and procedures for monitoring compliance |
| • | Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters |
| • | Discuss and review the Company’s policies and guidelines with respect to risk assessment and risk management, and discuss with management the Company’s major financial and other risk exposures and the steps management has taken to monitor and control such exposures |
INDEPENDENCE:
All members of the Audit Committee meet the independence and financial literacy standards and requirements of the NYSE and the SEC. The Board has determined that each of Ms. Amicarella, Mr. Schumacher and Ms. Schnorr qualifies as an “audit committee financial expert” in compliance with the criteria established by the NYSE and the SEC.
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|
Compensation Committee |
Current Members | |
| Number of Meetings in Fiscal 2024: 4 |
J. Brett Harvey (Chair) Lisa M. Schnorr Alan H. Schumacher |
ROLES AND RESPONSIBILITIES:
| • | Review and approve the Company’s compensation plans and oversee the compensation philosophies, programs and policies and participate in compensation strategy development, and consider the evaluation of any risks arising from the Company’s overall compensation policies and practices |
| • | Review and approve the Company’s goals and objectives relevant to the compensation of the CEO, annually evaluate the CEO’s performance in light of those goals and objectives, and, based on this evaluation, determine the CEO’s compensation level |
| • | Review and approve all compensation for non-CEO executive officers |
| • | Review and make recommendations to the Board with respect to director compensation |
| • | Administer incentive compensation and equity-based plans and other plans and policies for which the Committee has been designated administrator |
| • | Review and approve employment agreements and severance arrangements and benefits of the CEO and other executive officers |
| • | Oversee the Company’s strategies and policies related to key human resource policies and practices |
| • | Review stockholder proposals relating to executive compensation matters and recommend a response to such proposal to the Board |
| • | Administer and oversee the Company’s compensation recovery policy to the extent provided in such policy |
INDEPENDENCE:
All members of the Compensation Committee are independent directors as defined by the NYSE.
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|
Nominating and Corporate Governance Committee |
Current Members | |
| Number of Meetings in Fiscal 2024: 5 |
Lisa M. Schnorr (Chair) Ana B. Amicarella J. Brett Harvey |
ROLES AND RESPONSIBILITIES:
| • | Review and make recommendations to the Board about the size, structure, composition and functioning of the Board and its committees, including a recommendation to the independent directors regarding the potential appointment of a lead director |
| • | Develop and recommend to the Board criteria and qualifications for potential candidates for the Board and its committees |
| • | Screen and review recommendations for nominees to the Board from other directors and stockholders; identify individuals qualified to become directors and recommend to the Board the director nominees for election by stockholders |
| • | Review each director’s continuation on the Board prior to his or her re-nomination and administer (i) the voluntary resignation guidelines for directors who change job responsibility or retire during their tenure on the Board and (ii) the Company’s Director Resignation Policy when a director nominee’s “for” votes do not exceed the “against” votes in an uncontested election |
| • | Recommend to the Board the membership and chair of each committee of the Board |
| • | Assist the Board in an annual performance evaluation of the Board and each of its committees and assist the independent directors in an annual performance review of the CEO |
| • | Review and monitor the Company’s government relations activities in connection with its political contributions, lobbying priorities, trade association memberships and political action committees |
| • | Develop procedures for stockholder and other interested parties to communicate with the Board and facilitate the Board’s oversight of the Company’s stockholder engagement practices |
| • | Review annually the Company’s policy on rights plans and report to the Board any relevant recommendations |
INDEPENDENCE:
All members of the Nominating and Corporate Governance Committee are independent directors as defined by the NYSE.
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|
Sustainability, Environmental, Health and Safety |
Current Members | |
| Number of Meetings in Fiscal 2024: 4 |
Ana B. Amicarella (Chair) Walter J. Scheller, III Lisa M. Schnorr Stephen D. Williams |
ROLES AND RESPONSIBILITIES:
| • | Review and evaluate the Company’s programs, policies and procedures pertaining to sustainability, environmental and related social responsibility issues and impacts to support the sustainable growth of the Company |
| • | Review and evaluate the Company’s environmental, health and safety policies and procedures and monitor Company compliance with its policies and procedures |
| • | Review assessments of and discuss with management the Company’s material sustainability, environmental, health and safety risks and the Company’s implementation of appropriate strategies to manage such risks |
| • | Monitor the Company’s performance against relevant external sustainability indices and its progress on internal and externally reported targets and ambitions |
| • | Discuss and advise the Board on maintaining and improving corporate sustainability strategies and ensure they are in line with the overall business strategy |
| • | Advise the Compensation Committee regarding any sustainability, environmental, health or safety performance measure used in any compensation arrangement |
| • | Review stockholder proposals encompassing matters overseen by the Committee and make recommendations to the Board regarding the Company’s response |
| • | Review and recommend to the Board any sustainability, environmental, health and safety disclosures to be included in the Company’s filings with the SEC |
QUALIFICATIONS:
All members of the Sustainability, Environmental, Health and Safety Committee are knowledgeable in sustainability, environmental, health and safety matters, as required by the Committee’s charter.
The Board’s Oversight of Risk Management
Though management is responsible for the day-to-day management of risks the Company faces, the Board of Directors, as a whole and through its committees, has the ultimate responsibility for oversight of the Company’s risks and risk management strategy. Each of the Board’s standing committees also assists the Board in risk oversight, and the Board has delegated to certain committees oversight responsibility for those risks that are directly related to their areas of focus. The charter for each committee can be found in the “Investors” section of the Company’s website at www.warriormetcoal.com (under the “Corporate Governance” link). The scope of each committee’s risk oversight responsibility is set forth below:
| • | The Audit Committee reviews our policies and guidelines with respect to risk assessment and risk management. The Audit Committee oversees our major financial risk exposures, including related to internal controls and cybersecurity, as well as the steps management has taken to monitor and control those exposures. This review includes regular assessments of the Company’s disclosure controls and procedures to assure that current practices account for material risks facing the Company. The Audit Committee and the management team meet quarterly, and more frequently as needed, to assess the Company’s risk environment, its response to present risks, and its planned responses to future and anticipated risks. |
| • | The Compensation Committee considers risk issues when establishing and administering our compensation program for executive officers and other key personnel and overseeing key human resource policies and practices. As part of its risk assessments, the Compensation Committee consults with Pay Governance LLC, an independent compensation consulting firm, to identify risks that may be associated with the Company’s compensation programs. |
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| • | The Nominating and Corporate Governance Committee oversees matters relating to the composition and organization of the Board and advises the Board on how its effectiveness can be improved by changes in its composition and organization. |
| • | The Sustainability, Environmental, Health and Safety Committee reviews assessments of and discusses with management the Company’s material sustainability, environmental, health and safety risks and the Company’s implementation of appropriate strategies to manage such risks, including internal and independent audits. Mitigation activities related to certain environmental, social and governance (ESG) risks, including climate change and human capital management, are a key priority for this Committee and the full Board. |
The Board and committees regularly receive reports from the Company’s management (including the Chief Financial Officer, the Chief Administrative Officer, the Chief Accounting Officer, the Senior Vice President — Legal, the Director of Internal Audit, and the Director of Treasury and Risk Management) and the Company’s outside counsel, as appropriate, regarding the risks faced by, or anticipated to be faced by, the Company. When such reports are delivered to a committee of the Board, the committee’s review of these reports and discussions with management informs the committee in detail of the material risks facing the Company, enabling the independent committee chairs and other independent members of the committees to discuss these risks with the full Board. A focus of the discussions is determining how management and service providers can most effectively mitigate those risks.
The Audit Committee also receives periodic reports from management regarding the enterprise risk management (ERM) process and management’s assessment of current and future risks. The Chief Financial Officer and the Director of Treasury and Risk Management are responsible for the ERM process, which is performed annually and updated throughout the year. The process involves management defining the universe of risks facing the Company and ranking them based on likelihood, severity, speed of onset and persistence (the duration of time during which the organization could be impacted). Generally speaking, the shorter the time frame and the higher the magnitude of the risk, the greater the priority that is given by management to controls and mitigation measures. For the risks deemed the highest risks, current controls and mitigation measures are documented. All risks and rankings are presented to the Audit Committee annually and updates are discussed quarterly. The Audit Committee communicates the results of the annual process and quarterly updates to the full Board.
The Senior Vice President — Legal serves as the Chief Compliance Officer and is the member of management responsible for overseeing the Company’s legal compliance processes and controls. This individual reports to the Chief Executive Officer. The Company’s Chief Accounting Officer and Controller is responsible for implementing the Company’s disclosure controls and processes. This individual, along with the Chief Financial Officer and the Director of Internal Audit, evaluates the adequacy of the Company’s disclosure controls and procedures and facilitates the implementation of disclosure controls and procedures in a manner that captures information about the Company’s material risks in a timely and effective manner.
Code of Ethics
The Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”), which is applicable to all of the Company’s officers (including the Company’s principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions), directors and employees. The Audit Committee of the Board regularly reviews the Code of Conduct and recommends changes to the Board for approval. If the Audit Committee grants any waivers of the Code of Conduct to any of our directors or officers, we will, if required, disclose these matters on our website on a timely basis. The Code of Conduct can be found in the “Investors” section of our website at www.warriormetcoal.com (under the “Corporate Governance” link).
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Sustainability and Corporate Responsibility
Under the leadership of our Board and Sustainability, Environmental, Health and Safety Committee, we are committed to operating in a sustainable manner and being a responsible corporate citizen. The Company’s leadership is focused on establishing measurable sustainability goals and providing detailed information about its initiatives to the Company’s investors, employees, customers, community and other stakeholders. In February 2025, we issued our 2024 Corporate Responsibility Report, which provides significant disclosure and transparency regarding our corporate-wide sustainability efforts. This Report includes disclosures based on the Sustainability Accounting Standards Board (SASB) standards for Coal Operations, and highlights our progress towards our trio of key commitments:
Our 2024 Corporate Responsibility Report (which is not incorporated into this Proxy Statement) can be found in the “Corporate Sustainability” section of our website at www.warriormetcoal.com.
Highlights of the Company’s sustainability and corporate responsibility efforts during 2024 are provided below:
| Environmental Performance |
| • | Greenhouse gas (GHG) emissions: In line with our commitment to transparency and environmental responsibility, we completed our second inventory of Scope 1 and 2 greenhouse gas (GHG) emissions in accordance with the GHG Protocol and are pleased to report a 34% reduction in CO2e emissions for our current reporting period as compared to the 2021 baseline. In order to meet our 2030 GHG emissions reduction target, we will continue to expand our current efforts to capture and reduce GHG emissions and will continue to evaluate emerging technologies in order to find ways to effectively reduce company-wide total emissions. |
| • | Water and waste management: We have a strong environmental compliance record (99.75%) with the EPA’s National Pollutant Discharge Elimination System (NPDES) program, which addresses water pollution by regulating point sources that discharge pollutants into U.S. waters. We are proud that in 2024, we achieved an estimated 8.5% decrease in our water consumption from 2023 levels and continued to make steady progress toward our 2030 reduction target of 25% from our 2021 baseline year. We reached several milestones in 2024 on our way to achieving this goal, including investing in an innovative dry-coal slurry system to optimize water use throughout the coal production process, which received final regulatory approvals and permits in 2024. The dry slurry system is scheduled to phase into full operating status at Mine 7 in early 2025. |
| • | Biodiversity: We continue to improve our land reclamation efforts and our dedication to environmental excellence has been consistently recognized by the Alabama Mining Association |
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| with the 2021 and 2022 Land Stewardship Awards, the 2023 Water Quality Stewardship Award and the 2024 President’s Community Safety Award. The Company is highly proactive in planning all ongoing and future activities to minimize negative impacts to wildlife and their habitats, and all of the Company’s permit applications are reviewed by the regional U.S. Fish and Wildlife office for potential negative impacts to any protected species or habitat within the area. |
| • | Reserves: As of December 31, 2024, we had estimated reserves totaling 157.8 million metric tons and estimated mineral resources exclusive of reserves of 39.7 million metric tons. With more than 40 years of reserves, resources and adjacent properties, and our track record as a low-cost producer of steelmaking coal, we are able to strategically mitigate and absorb market changes so that we can remain competitive in the market. |
| Social |
| • | Safety: Management’s continued emphasis on enhancing our safety performance has resulted in a total reportable incidence rate at Mine 4, Mine 7 and Blue Creek, based on criteria from the Mine, Safety and Health Administration (“MSHA”), consistently being better than the U.S. industry rate. In 2024, we achieved a total reportable incidence rate (TRIR) of 1.53, which is 65% lower than the national total reportable incidence rate for all underground coal mines in the United States of 4.36 for the nine months ended September 30, 2024, which represents the latest data available. |
| • | Human rights: In January 2023, the Board adopted the Company’s Human Rights Policy, which sets forth our commitment to human rights, as outlined in the United Nations Universal Declaration for Human Rights. Our Policy is guided by international human rights principles encompassed within the International Bill of Rights and the International Labor Organization’s 1998 Declaration on Fundamental Principles and Rights at Work, and we expect our customers and suppliers to uphold these principles as well. |
| • | Employee Development: Across every department, our training regimens exceed state and federal government regulations, and we continue to improve and incorporate training best practices, provide continuing education and constantly reinforce individual skills. In 2024, we launched the “Warrior Way” program, which brings in-person leadership courses to our salaried team, and our employees collectively completed nearly 50,000 hours of training, of which more than 21,000 were additional non-required hours. This contributed to a 30% increase in training hours for those new to underground operations. In addition, we integrated the Gallup CliftonStrengths talent assessment into our development program, which delivered over 5,400 training hours and involved 465 participants. Training programs are an important contributor to our employee retention rates, which have seen an approximately 7% decrease in turnover in 2024 compared to 2023. |
| • | Human capital: To recruit and retain the best and brightest talent, we have established a top-tier benefits package, including competitive salaries, performance-based incentives, and expansive health, welfare and retirement benefits. |
| • | Community engagement: The Company is also focused on being a responsible citizen within the community, and we continue to work with community partners and local nonprofit organizations to identify and address needs within our area. In 2024, we committed over $1.5 million to local nonprofits through sponsorships and other donations. In 2023, the Company launched a new volunteer PTO benefit to all full-time employees through which employees will receive PTO to provide hands-on assistance to organizations or causes that are important to them throughout the year. |
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Governance |
| • | Ethics and compliance: Our Board and committees are responsible for providing oversight and fostering a culture of strong corporate governance, ethics and compliance, and our approach to governance is defined by standards which incorporate industry best practices that are in line with our peers. Our contractors and suppliers are expected to adhere to our Supplier and Contractor Code of Conduct and report potential violations to the Company. |
| • | Information security: Cybersecurity is a critical part of the Company’s risk management efforts. In 2024, we conducted an information technology audit that involved a comprehensive review and internal risk assessment using the National Institute of Standards and Technology (NIST) Cybersecurity Framework, version 2.0. The key objectives of this audit were to understand the cybersecurity risk and control environment and identify opportunities to improve the company’s information security program. Additionally, we conduct annual cybersecurity training for all employees with access to the Company’s information technology systems, and we perform periodic penetration testing (including ransomware / phishing testing) to assess our cybersecurity from both internal and external threats. In 2024, we partnered with a third party to provide Security Information and Event Management (SIM), further protecting our network from threat actors. |
| • | Our stakeholders: We are active with community partners, customers, elected officials, investors, suppliers and regulators, giving us a stronger community presence and fostering goodwill. We regularly invest in community sponsorships and hold meetings with the investment community in order to align with our stakeholders and build long-lasting, productive relationships. |
| • | Public policy: Achievement of global climate goals requires continued investment in infrastructure and new technologies, and we view part of our responsibility as helping to shape how our industry moves forward in a responsible way. We actively collaborate with policymakers to shape industry policies that prioritize safety, environmental stewardship, and economic growth. Through our Federal Political Action Committee (“PAC”) we contributed to bipartisan candidates, underscoring our commitment to transparent and responsible political involvement that aligns with safe, sustainable mining advocacy. We are involved with industry trade associates which enable us to contribute to discussions that advance safety standards and sustainable practices at state and national levels as well as promote policies that are fair, balanced, and conducive to effective business environments. |
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STOCKHOLDER ENGAGEMENT
The Company’s Board of Directors and management team maintain a robust stockholder engagement program on a year-round basis to ensure stockholder feedback appropriately informs Board discussions on various governance, executive compensation and sustainability matters.
Following the 2024 Annual Meeting, in response to a “say-on-pay” vote that received approximately 66% stockholder support and stockholder proposals that received significant support, the Board undertook an expanded stockholder engagement effort. This outreach built on the Spring 2024 engagement led by our independent Chair of the Board and the Chair of the Compensation Committee. Prior to the 2024 Annual Meeting, we reached out to our 30 largest stockholders, representing approximately 70% of shares outstanding, resulting in meetings with 14 stockholders, representing 48% of outstanding shares, in addition to discussions with proxy advisory firms ISS and Glass Lewis.
Stockholder Outreach Following the 2024 Annual Meeting
| Invited 18 investors representing
~60% of outstanding shares |
|
Engaged 7 stockholders, representing
~30% of outstanding shares |
The Fall 2024 engagement meetings aimed to deepen our understanding of stockholder perspectives on executive compensation and corporate governance, as well as stockholder concerns behind the 2024 Annual Meeting vote outcomes. Led by the Chairs of the Compensation and Audit Committee and supported by management, the meetings also focused on gathering additional feedback on the Board and Compensation Committee’s contemplated responses to stockholder perspectives regarding certain executive compensation and governance practices.
Our stockholders were supportive of the contemplated executive compensation and governance actions detailed below and shared that they viewed the Board’s actions as directly responsive to their feedback, 2024 Annual Meeting outcomes and their corporate governance priorities.
As further described in the Compensation Discussion & Analysis section that follows, in response to the stockholder feedback regarding the outcomes of the 2024 say-on-pay vote, the Compensation Committee took the following actions:
| • | Considering that the majority of stockholders who engaged with us identified the Transformational Awards granted in April 2023 in connection with the Blue Creek Mine as the key driver behind their opposition to the 2024 say-on-pay vote, the Committee reaffirmed its commitment to not grant off-cycle special awards through the duration of the vesting term of the Blue Creek Awards, unless warranted by extraordinary circumstances. |
| • | Consistent with stockholder preferences, the Committee also made a commitment to include a double-trigger change-in-control vesting provision for all equity awards beginning in 2025. The Transformational Award granted to our CEO in 2023 already included a double-trigger change of control provision (see page 54). |
Additional Board actions taken in response to the 2024 Annual Meeting vote outcomes are summarized below.
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Governance Enhancements Following the 2024 Annual Meeting
| Stockholder Proposal |
Votes in Favor of the Proposal at the 2024 Annual Meeting |
Board Response | ||
| Adopt a “proxy access” bylaw provision |
99% | The Board recommended that stockholders vote “FOR” this stockholder proposal, as we believe it reflects best practice.
In October 2024, the Board amended the Company’s Bylaws to implement a proxy access provision, such that a holder (or a group of not more than 20 holders) of at least 3% of our 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. | ||
| Adopt a “poison pill” bylaw provision |
51% | In October 2024, our Board amended the Corporate Governance Guidelines to adopt a policy requiring the Company to seek stockholder approval prior to, or within one year following, adoption, extension or renewal of a stockholder rights plan. | ||
| Commission an assessment of the Company’s respect for the internationally recognized human rights of freedom of association and collective bargaining |
46% | Despite not receiving majority support, the Board takes seriously all stockholder feedback, and upholding the highest degree of human rights is a longstanding commitment for the Company. As such, in 2024, our Board proactively commissioned, and is currently overseeing, an assessment of the Company’s respect for human rights, including the internationally recognized human rights of freedom of association and collective bargaining. The assessment is being performed by a highly qualified, independent assessor, and key findings from the assessment will be shared in our 2025 Corporate Responsibility Report. |
We believe the actions taken in response to our stockholder outreach efforts prior to and following the 2024 Annual Meeting, as well as in response to the various levels of support of the non-binding stockholder proposals voted on at the 2024 Annual Meeting, meaningfully address our stockholders’ concerns conveyed to us over two rounds of robust and comprehensive engagement meetings. Our Board and Compensation Committee remain focused on ongoing engagement with our stockholders to ensure that our executive compensation program and corporate governance provisions continue to effectively support our strategic priorities and market-leading stockholder value creation.
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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis is designed to provide our stockholders with an explanation of our executive compensation philosophy and objectives, our 2024 executive compensation program and the compensation paid by us to the following named executive officers (or “NEOs”): Walter J. Scheller, III, Chief Executive Officer (“CEO”), 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.
Overview
Warrior is a U.S.-based, environmentally, and socially minded supplier to the global steel industry. We are dedicated entirely to mining non-thermal metallurgical coal used as a critical component of steel production by metal manufacturers in Europe, South America, and Asia. Warrior is a large-scale, low-cost producer and exporter of premium quality steelmaking coal, also known as hard-coking coal (HCC), operating highly efficient longwall operations in its underground mines based in Alabama. The HCC that Warrior produces from the Blue Creek coal seam contains very low sulfur and has strong coking properties. The premium nature of Warrior’s HCC makes it ideally suited as a base feed coal for steelmakers.
Operating safely is a top priority for Warrior. We are committed to the wellbeing of our employees and the continued enhancement of a safety culture, ensuring that all employees return home safely to their families every day. We believe that long-term success requires a commitment to mine safety, environmental stewardship, and investing in our employees and the communities where we operate. We conduct business ethically and with transparency, adhering to best practices in corporate governance.
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.
Compensation in Context: Company Performance in 2024
The year ended December 31, 2024 reflects strong operational and financial performance despite high quality steelmaking coal prices reaching the lowest levels since 2021. Highlights of our key accomplishments during the year are as follows:
| • | We achieved strong net income of $250.6 million, or $4.79 per diluted share, and Adjusted EBITDA (as defined below)* of $447.9 million; |
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| • | We achieved annual sales volumes of 7.2 million metric tons, a 6% increase compared to the prior year, and production volume of 7.5 million metric tons, an 8% increase compared to the prior year, which represent run rates not seen since 2019 and resulted in record high annual production for Mine 4 of 2.5 million metric tons; |
| • | We delivered positive cash flows from operations of $367.4 million, enabling the second highest annual amount spent on capital expenditures of $488.3 million for the growth of the business; |
| • | We made excellent progress in developing our world-class Blue Creek Mine project, which remains on schedule, and invested $350.5 million in the continued development of Blue Creek, which brings the total project spend to $716.5 million, all self-funded from operating cash flows; |
| • | We began production at Blue Creek on time and on budget; |
| • | We commenced continuous miner development at Blue Creek, producing 190 thousand metric tons; |
| • | 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; |
| • | We achieved a total reportable incidence rate of 1.53, which is 65% lower than the national total reportable incidence rate for all underground coal mines in the United States of 4.36 for the nine months ended September 30, 2024, which represents the latest data available; and |
| • | We demonstrated an ongoing commitment to returning capital to our stockholders, paying a regular quarterly dividend of $0.08 per share and special dividends of $0.50 per share. |
| * | Adjusted EBITDA is a non-GAAP financial measure and is defined as net income before net interest income, income tax expense, depreciation and depletion, non-cash asset retirement obligation accretion and valuation adjustments, non-cash stock compensation expense, other non-cash accretion and valuation adjustments, non-cash mark-to-market loss on gas hedges, and business interruption expenses. See the accompanying 2024 Annual Report to Stockholders for a discussion of our use of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income. |
As detailed in this Compensation Discussion and Analysis, our compensation program is designed to link executive pay with corporate and individual performance, and one of the ways we do this is to tie our annual cash incentive awards to the primary performance metrics that management uses to evaluate the Company’s performance:
| • | Safety rates: Our dedication to safety is at the core of all of our overall operations as we work to further reduce workplace incidents by focusing on policy awareness and accident prevention. Our continued emphasis on enhancing our safety performance has resulted in a total reportable incidence rate (TRIR) of 1.53 for the year ended December 31, 2024, compared to our target goal of 1.54. |
| • | Adjusted EBITDA: Our management uses Adjusted EBITDA (as defined below) as a supplemental financial measure to assess our financial condition and operating performance. This measure does not comply with generally accepted accounting principles (“GAAP”) in the United States, and the GAAP measure most directly comparable to Adjusted EBITDA is net income. For the year ended December 31, 2024, we achieved Adjusted EBITDA (adjusted to remove the impact of the earned incentive payments) of approximately $491.7 million, compared to our target goal of approximately $442.3 million. |
| • | Capital expenditures: Our mining operations require investments to maintain, expand, upgrade or enhance our operations and to comply with environmental regulations. In 2024, we continued to invest a significant amount of capital into the Blue Creek growth project. We spent approximately $87.0 million in sustaining capital and an additional $370.0 million in other discretionary capital, which primarily included $350.5 million on development of the Blue Creek Mine, $17.2 million on the bunker at Mine 4, and $2.5 million of other discretionary capital. For the year ended December 31, 2024, we achieved certain capital expenditures, excluding discretionary capital, of approximately $106.9 million, compared to our target goal of $113.9 million. |
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| • | Metric tons of production: In the year ended December 31, 2024, we produced 7.5 million metric tons of steelmaking coal from Mine 4, Mine 7 and Blue Creek, an 8% increase compared to the prior year, which represents run rates not seen since 2019. This production exceeded our target goal of 6.7 million metric tons. Our Mine 4 achieved a record high annual production of 2.8 million metric tons. |
| • | Cash cost of production per metric ton: We believe Mine 4 and Mine 7 are two of the lowest cost steelmaking coal mines in North America. Our low-cost position is derived from our operations’ favorable geology, automated longwall mining methods and our variable cost structure in our labor, royalties and logistics contracts. Maintaining and further improving our low-cost operating profile is an important goal for us. In the year ended December 31, 2024, we achieved a cash cost of production per metric ton that was approximately 11% better than our target goal. |
As detailed below under “Elements of 2024 Executive Compensation—Annual Cash Incentive Awards—Actual 2024 Results,” the Company’s performance under these metrics resulted in a payout of the annual cash incentive awards at 179.55% of target.
In order to further align executives’ interests with those of the stockholders and motivate the behaviors that our Compensation Committee and Board of Directors believe will drive growth and value in our business, we changed the structure of the equity incentive awards granted to NEOs and key employees in 2018 by providing for a more stockholder-aligned equity incentive mix comprised of a majority of performance-based RSUs and a minority of time-based RSUs. The performance-based RSUs are earned on the basis of the Company’s performance in each of the three years beginning with the year of the date of grant and, as with the annual cash incentive awards, these long-term equity awards are tied to performance metrics that management uses to evaluate the Company’s performance:
| • | Longwall feet of advance: This metric reflects management’s focus on operational efficiency. In the year ended December 31, 2024, we achieved annual longwall feet of advance that was approximately 12% greater than the target level. |
| • | Continuous miner feet of advance: This metric reflects management’s focus on operational efficiency. In the year ended December 31, 2024, we achieved annual continuous miner feet of advance that was approximately 6% greater than the target level. |
| • | Cash cost of production per metric ton: As detailed above, this metric reflects management’s focus on our key business strategy of maintaining and further improving our low-cost operating profile. In the year ended December 31, 2024, we achieved a cash cost of production per metric ton that was approximately 13% better than our target goal. |
| • | 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)%. |
As detailed below under “Elements of 2024 Executive Compensation—Long-Term Equity Incentives—Actual 2024 Results,” the Company’s performance under these metrics resulted in achievement at 190.45% of target.
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
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compete. This approach is also aimed at ensuring our ability to attract, retain and motivate the executives, managers and professionals who are critical to our short- and long-term success. A significant portion of our executives’ compensation is “performance-based” in the form of both short- and long-term incentives that are intended to motivate balanced decision-making by our executives while also aligning their interests with those of our shareholders.
Executive Compensation Program Objectives and Principles
Our primary compensation objectives are to:
| • | Attract, motivate and retain top executive and managerial talent, |
| • | Reward our executives for the achievement of our annual and long-term performance goals, |
| • | Drive future short- and long-term performance, |
| • | Discourage excessive risk-taking, and |
| • | Align managements’ interests with those of the stockholders. |
While the individual compensation elements may differ, the design of the executive compensation program is generally based on the same objectives as the overall compensation program provided to all of our employees. The Compensation Committee has established the following principles, which are meant to effect these compensation objectives and guide the design and administration of specific plans, agreements and arrangements for our executives:
| Principle |
Description | |
| Compensation Should Be Performance-Based |
The Compensation Committee believes that a significant portion of our executives’ total compensation should be tied to how well the Company performs relative to applicable financial, strategic, operational and safety objectives and how well they perform individually. To accomplish this, the Compensation Committee uses a variety of targeted, performance-based compensation vehicles in our executive compensation program that are specifically designed to incorporate performance criteria that promote our annual operating plan and long-term business strategy, build long-term stockholder value and discourage excessive risk-taking.
As the Compensation Committee believes that there should be a strong correlation between executive compensation and Company performance, in years when our performance exceeds objectives established for the relevant performance period, executives should be paid more than 100% of the established target award. Conversely, when performance does not meet the established objectives, incentive award payments should be less than 100% of the established target level or eliminated altogether if actual results are below the threshold performance levels. | |
| Compensation Should Reinforce Our Business Objectives and Values |
Our objective is to increase stockholder value through our continued focus on asset optimization and cost management to drive profitability and cash flow generation. Our key strategies to achieve this objective include: maximizing profitable production; maintaining and improving our low-cost operating cost profile; broadening our marketing reach; maintaining a strong correlation between realized coal prices and market indices; and capitalizing on opportunities for technological innovation to continue to
reduce our impact on the environment. The Compensation Committee considers these strategies, as well as the Company’s risk tolerance, when identifying the appropriate incentive measures and setting the goals and objectives applicable to our NEOs. | |
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| 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. | |
Snapshot: How Compensation is Delivered to Our NEOs
The total direct compensation opportunities of our NEOs for 2024 are comprised of the following elements:
| Core Compensation Element |
Underlying Principle | Description | ||||
| Fixed Compensation |
Base Salary |
To provide a competitive level of fixed compensation that serves to attract and retain high-caliber talent and is predicated on responsibility, skills and experience. |
Base salaries are generally reviewed annually and may be modified on the basis of merit, promotion, internal equity considerations and/or market adjustments. | |||
| Variable Compensation |
Annual (Cash) Incentive Award | To reward achievement of corporate and individual NEO goals and contributions to the Company. |
Annual incentive awards are based on objective performance metrics, but also allow the Compensation Committee to apply discretion (both negative and positive, up to appropriate, applicable limits) in considering quantitative and qualitative performance. Annual incentive awards are delivered to our NEOs in cash. | |||
| Long-Term (Equity) Incentive Award | To promote the recruitment and retention of our NEOs, to reward performance that drives stockholder value creation and to align the interests of our management team with those of our stockholders. |
Long-term incentive awards are delivered to our NEOs in a combination of performance-based and time-based restricted stock units (“RSUs”). | ||||
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Stockholder Advisory Votes and Outreach
Advisory Votes on Executive Compensation
Pursuant to SEC rules, we provided our stockholders with the opportunity in 2024 to vote to approve, on an advisory basis, the compensation of our NEOs (often referred to as a “say-on-pay” vote). Although the say-on-pay vote is advisory and non-binding, the Compensation Committee considers the outcome of the vote as part of its executive compensation planning process. At the 2024 Annual Meetings of Stockholders, approximately 66% of the votes cast on the say-on-pay proposal were voted in favor of the compensation of our NEOs as disclosed in the proxy statement for such meeting, which was lower than in 2023, when approximately 68% of the votes were cast in favor of the proposal.
As required by SEC rules, at the 2024 Annual Meeting of Stockholders, we also provided our stockholders with an opportunity to vote, on an advisory basis, on the frequency of future say-on-pay votes. At that meeting, the Company’s stockholders voted overwhelmingly to recommend that future say-on-pay votes be held annually. Our Board adopted that recommendation and, accordingly, we intend for our stockholders to continue to have an annual opportunity to vote to approve, on an advisory basis, the compensation of our NEOs. SEC rules require that another “say-on-frequency” vote be held no later than the annual meeting held in the sixth calendar year after the immediately preceding vote, so the Company’s next say-on-frequency vote will be held no later than the 2030 Annual Meeting of Stockholders.
Our annual say-on-pay vote is one of the important mechanisms for understanding stockholder perspectives on our executive compensation program. Following the 2024 Annual Meeting, in response to the say-on-pay vote that received approximately 66% stockholder support and stockholder proposals that received significant support, the Board undertook an expanded stockholder engagement effort. This outreach built on the Spring 2024 engagement effort led by our independent Chair of the Board and the Chair of the Compensation Committee. Prior to the 2024 Annual Meeting, we reached out to our 30 largest stockholders, representing approximately 70% of shares outstanding, resulting in meetings with 14 stockholders, representing 48% of outstanding shares, in addition to discussions with proxy advisory firms ISS and Glass Lewis.
Board Responsiveness to Stockholder Outreach Following the 2024 Annual Meeting
| Invited 18 investors representing
~60% of outstanding shares |
|
Engaged 7 stockholders, representing
~30% of outstanding shares |
The Fall 2024 engagement meetings focused on developing a deeper understanding of stockholder perspectives on our executive and corporate governance programs, as well as stockholder considerations behind the 2024 Annual Meeting vote outcomes. The meetings also focused on soliciting additional feedback on the Board and Compensation Committee’s contemplated responses to this stockholder feedback and the outcomes of the 2024 Annual Meeting. The meetings were led by the Chairs of the Compensation and Audit Committee and supported by management.
The majority of stockholders we met with acknowledged Warrior’s extraordinary performance in growing stockholder value and the critical role of the executive team in executing against our financial and strategic objectives, including progressing on our transformational Blue Creek Mine project. The majority of our stockholders were generally supportive of our regular executive compensation program design and shared that they viewed the incentive programs to be aligned with our performance and stockholder experience. Those stockholders who voted against the 2024 say-on-pay proposal noted that the one-time Transformational Awards granted in April 2023 in connection with the Blue Creek Mine project was the primary driver behind their opposition. Select stockholders also noted a preference for a double-trigger vesting of equity incentives upon a change in control.
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The below table details the actions taken by the Compensation Committee that we believe directly address feedback conveyed to us by our stockholders.
| Feedback from Stockholders |
Our Response | |
| Limited Use of One-Time Awards: Stockholders inquired on the frequency of one-time awards, such as the Transformational Awards in connection with the Blue Creek Mine project, with a stated preference for the Committee to not provide one-time discretionary awards to executives. |
The Compensation Committee acknowledges that issuance of one-time awards is not our regular practice. The Transformational Awards granted in 2023 were designed to incentivize progress on the strategic Blue Creek Mine project, expected to create significant long-term value for our stockholders.
In response to stockholder feedback, the Committee reaffirms its commitment to not grant any additional off-cycle incentive awards to our NEOs through the duration of the vesting term of the Transformational Awards, unless warranted by extraordinary circumstances.
There were no one-time awards granted as part of the 2024 compensation program and no additional awards are anticipated for 2025.
| |
| Details regarding Blue Creek Mine Transformational Award: Stockholders inquired on clarifying details surrounding the Transformational Award related to the Blue Creek Mine project, including how it impacts the Company’s executive succession planning. |
The Blue Creek Mine represents 40 plus additional years of operating life to the long-term strategy and is the largest untapped metallurgical coal reserve in North America.
The structure of the related 2023 Transformational Retention Awards effectively incentivizes continued leadership through the completion of the project, with stockholder friendly protection mechanisms, including the Award’s subjection to full cancellation and forfeiture if the Blue Creek Mine does not commence on-time production by April 2028.
| |
| Desire to see Double-Trigger Vesting of Compensation Upon a Change in Control. |
In response to stockholder feedback, the Compensation Committee has committed to including double-trigger change-in-control vesting provision for all equity awards beginning in 2025.
The Transformational Award granted to our CEO in 2023 already included a double-trigger change of control provision (see page 54).
| |
| Incentive Plan Performance Metrics: Stockholders expressed a preference for full disclosure of performance metrics used in the Company’s short- and long-term incentive plans. |
While we cannot disclose certain metrics that may pose a competitive harm to our business, such as cash cost of production, longwall feet of advance and continuous miner feet of advancement, the Board will continue its practice of disclosing all performance metrics under the annual and long-term incentive plans where the information is otherwise publicly available. |
The Board appreciates feedback from all stockholders and looks forward to continuing to maintain an ongoing, year-round dialogue to ensure stockholder feedback is appropriately addressed and responded to in each year’s forthcoming corporate governance and compensation related enhancements.
Role of the Compensation Committee
Our Compensation Committee, which currently consists of three members of the Board, each of whom qualifies as independent under NYSE listing standards, reports regularly to the Board and annually evaluates its own performance. It meets periodically during the year, generally in conjunction with regular meetings of the Board. The primary goal of the Compensation Committee is to assist the Board in
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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.
Role of Management
Our Compensation Committee determines the compensation of the CEO without management input, but may be assisted in this determination by Pay Governance. In making determinations regarding the compensation for the Company’s non-CEO executive officers, the Compensation Committee may request input from the CEO, other members of the Board and its key committees, and Pay Governance. The CEO recommends compensation, including the compensation provisions of employment and/or severance agreements for those who have them, for the NEOs other than himself, and for all others whose compensation falls under the purview of the Compensation Committee. The Compensation Committee also performs its own assessment of the individual performance of each executive officer. In making these recommendations, the CEO evaluates the performance of each executive, and considers (i) each executive’s current responsibilities and his or her ability to assume increasing responsibilities, (ii) the executive’s compensation opportunity in relation to other executive officers of the Company, (iii) publicly available information regarding the competitive marketplace for talent and (iv) information provided to the Compensation Committee and the Company by Pay Governance. Executive officers, including the CEO, are neither consulted about their respective compensation nor present for the discussions or decisions regarding their own compensation. The Compensation Committee is assisted in the administration of its decisions by the Company’s Chief Administrative Officer. Notwithstanding this input, the Compensation Committee retains full discretion to approve the compensation of the Company’s executive officers.
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.
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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.
Discouraging Excessive Risk-Taking
The Compensation Committee annually reviews the design of our executive compensation program, including whether the risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company. In doing so, the Compensation Committee assesses whether compensation programs used in prior years have successfully achieved our compensation objectives. The Committee also considers the extent to which our compensation program is designed to achieve our long-term financial and operating goals. Key factors in mitigating any risks associated with the Company’s compensation programs and practices are outlined below:
| Principle |
Description | |
| Balanced Weighting 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. | |
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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:
| • | Alpha Metallurgical Resources, Inc.* |
| • | Arch Resources, Inc.* |
| • | Century Aluminum Company |
| • | Coeur Mining, Inc. |
| • | Compass Minerals International, Inc. |
| • | CONSOL Energy Inc.* |
| • | Haynes International, Inc.* |
| • | Hecla Mining Company |
| • | Kaiser Aluminum Corporation |
| • | Materion Corporation |
| • | Olympic Steel, Inc. |
| • | Peabody Energy Corporation* |
| • | Radius Recycling, Inc.* |
| • | SunCoke Energy, Inc.* |
| • | Metallus Inc.* |
| • | Worthington Industries, Inc. |
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.
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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:
Elements of 2024 Executive Compensation
The compensation of our NEOs consists of base salaries, annual cash incentive awards, equity awards and employee benefits, as described below. Our NEOs are also entitled to certain compensation and benefits upon qualifying terminations of employment pursuant to their employment agreements and the various award agreements under the Warrior Met Coal, LLC 2016 Equity Incentive Plan (the “2016 Equity Plan”) and the Warrior Met Coal, Inc. 2017 Equity Incentive Plan (the “2017 Equity Plan”), as described below under “Potential Payments Upon a Termination of Employment or Change in Control.”
Base Salaries
Base salaries for our NEOs are determined based on each NEO’s responsibilities and his or her experience and contributions to our business, and each NEO’s employment agreement provides for a minimum base salary. This fixed compensation provides a level of income security that is not subject to financial or operational performance risk. Annual salary reviews of the Company’s executive officers, including the NEOs, generally occur in the beginning of the year at the time of the first regular meeting of the Compensation Committee, with any adjustments taking effect on March 1st. When reviewing a potential salary increase, our Compensation Committee considers the performance of the Company and the NEO during the prior year, the NEO’s current base salary and his or her total cash compensation opportunity relative to other executive officers, both within the Company and the peer group (as described above), recommendations of the CEO and the NEO’s skills and experience.
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At a meeting of the Compensation Committee held on February 8, 2024, the Compensation Committee reviewed the base salaries of our executive officers, taking into account the considerations described above including the data presented by Pay Governance. The Committee approved the base salaries set forth below for the NEOs, which salaries became effective on March 1, 2024. Adjustments were made in order to more closely align the base salaries of our NEOs with the median of the peer group (particularly for Mr. Richardson), appropriately reflect each executive’s long tenure and significant industry experience, and encourage retention throughout the transformative Blue Creek Mine project that will be instrumental in facilitating the long-term success and sustainability of the Company:
| Name |
2023 Base Salary ($) |
Percentage Increase | 2024 Base Salary ($) | ||||||||||||
| Walter J. Scheller, III |
836,000 | 7.7 | % | 900,000 | |||||||||||
| Jack K. Richardson |
523,545 | 10.0 | % | 575,900 | |||||||||||
| Dale W. Boyles |
472,340 | 5.0 | % | 495,957 | |||||||||||
| Kelli K. Gant |
418,000 | 5.0 | % | 438,900 | |||||||||||
| Charles Lussier |
379,335 | 5.0 | % | 398,302 | |||||||||||
Annual Cash Incentive Awards
Annual incentive compensation provides executive officers, including our NEOs, and other key employees the opportunity to earn cash upon the achievement of pre-established, measurable financial, operational and safety objectives for a fiscal year. Our Compensation Committee believes that annual cash incentive awards motivate and provide focus on the achievement of short-term financial, strategic and operational performance goals, which ultimately lead to favorable long-term operating results and contribute to the overall value of the Company. Annual incentive compensation was awarded to certain of our executives, including our NEOs, under the Company’s 2024 annual incentive program (the “2024 Annual Incentive Program”).
The target and maximum amounts of any annual cash incentive award that can be earned by an individual, including our NEOs, are expressed as a percentage of the individual’s base salary in effect (which percentages remained consistent year-over-year). Target and maximum award levels under the 2024 Annual Incentive Program are set forth in the table below:
| Name |
Target Award ($)(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 | % | ||||||||||||||
| (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. |
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,
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(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:
| 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 | % | ||||||||||||||
| (1) | Payouts related to performance between threshold and target and between target and maximum were subject to straight-line interpolation. |
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| (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. |
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:
| 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 | |||||||||||||
| (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. |
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.
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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:
| 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 | |||||||||||||||
| (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. |
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.
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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:
| 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 | % | ||||||||||||||
| (1) | Payouts related to performance between threshold and target and between target and maximum were subject to straight-line interpolation. |
| (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. |
| (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. |
| (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. |
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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:
| 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 | |||||||||||||||||||||
| (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. |
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.
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Benefits and Perquisites
The Company offers group medical, dental, vision, group life insurance and disability coverage in a flexible benefits package to all active employees of the Company and its subsidiaries, including the NEOs. Every salaried employee is provided life insurance and accidental death coverage up to two times his or her base salary, subject to plan limits, at no charge to the employee. For an additional charge, the employee may obtain coverage of up to five times the employee’s base salary. The Company provides long-term disability coverage up to $10,000 per month for a limited period of time depending on the circumstances.
Our NEOs also may participate on the same basis as all other eligible employees in the Warrior Met Coal, Inc. Salaried 401(k) Plan, a tax-qualified 401(k) savings plan (the “401(k) Plan”). The 401(k) Plan allows participants to contribute up to 100% of their pay on a pre-tax basis into individual retirement accounts, subject to the maximum annual limits set by the Internal Revenue Service. During 2024, the Company made a matching employer contribution in an amount equal to 100% of the first 5% of each plan participant’s elective deferrals, also subject to annual limits set by the Internal Revenue Service. All contributions to the 401(k) Plan are in the form of cash. Participants are immediately fully vested in the Company’s contributions and their own contributions to the 401(k) Plan. Amounts contributed by the Company in the 401(k) Plan for the benefit of the employee, plus earnings, become payable upon termination of employment, death, disability or retirement. All of our NEOs participated in the 401(k) Plan in 2024. The Company’s contributions to the 401(k) Plan in 2024 can be found in the All Other Compensation column of the “Summary Compensation Table” on page 60 and in footnote 4 to such table.
The Company provides limited perquisites to the NEOs that it believes are reasonable and consistent with its overall compensation program. The Compensation Committee periodically reviews the level of perquisites provided to the NEOs. It is the Company’s general policy and practice not to reimburse executives for income taxes related to executive perquisites. Perquisites provided to the NEOs in 2024 are as set forth in the All Other Compensation column of the “Summary Compensation Table” on page 60 and in footnote 4 to such table.
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| • | Chief Executive Officer: 5x base salary; |
| • | All other Executive Officers as defined in Rule 3b-7 of the Exchange Act: 3x base salary; |
| • | All Senior Vice President-level employees: 2x base salary; |
| • | All Vice President-level employees and Mine Managers: 1x base salary; and |
| • | Non-employee directors: 5x annual retainer. |
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COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors (the “Compensation Committee”) has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on the Compensation Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION COMMITTEE
J. Brett Harvey, Chairman
Lisa M. Schnorr
Alan H. Schumacher
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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.
| 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 | |||||||||||||||||||||||||||||||||||||
| (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. |
| (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). |
| 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. |
| 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. |
| Finally, the amount for Mr. Boyles in 2022 includes $430,954, which represents the incremental fair value of the outstanding equity awards that will automatically vest upon Mr. Boyles’ retirement. Mr. Boyles became eligible for retirement as of January 1, 2022 under his outstanding equity award agreements. |
| Assumptions used in the calculation of these amounts are set forth in Note 12 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
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| (3) | These amounts reflect cash incentive awards earned by our NEOs under the 2024 Annual Incentive Program, the 2023 Annual Incentive Program and the 2022 Annual Incentive Program. The awards are based on pre-established, performance-based targets and, therefore, are reportable as “Non-Equity Incentive Plan Compensation” rather than as “Bonus.” Employees who separate from the Company prior to the date of payment under these plans generally do not qualify for any awards. For a description of the annual cash incentive awards, see “Elements of 2024 Executive Compensation—Annual Cash Incentive Awards” beginning on page 49. |
| (4) | All Other Compensation for 2024 for each NEO includes the following: |
| Name |
Insurance Costs ($)(a) |
Company Contributions to 401(k) Plan ($) |
Dividends ($)(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 | |||||
| (a) | Represents life, death, disability, health and/or long-term disability insurance premiums paid by the Company. |
| (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. |
| (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 ($18,000) and personal use of Company-purchased tickets to sporting events. For Mr. Lussier, the amount includes the value of his use of a Company automobile and personal use of Company-purchased tickets to sporting events. |
| (5) | Mr. Scheller currently serves on our Board of Directors but does not receive any additional compensation for his service as a director. |
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GRANTS OF PLAN-BASED AWARDS
The following table discloses the potential payouts to the NEOs pursuant to annual cash incentive awards granted in 2024 under the 2024 Annual Incentive Program and pursuant to RSUs granted in 2024, or deemed to have been granted in 2024 under SEC guidance, under the 2017 Equity Plan.
| Name |
Grant Date |
Estimated Possible Payouts |
Estimated Future Payouts |
All or Units |
All Other Options |
Exercise Awards |
Grant Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Threshold ($) |
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| (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. |
| (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. |
| (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. |
| (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 |
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| 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 $55.77, which takes into account a Monte Carlo simulation applicable to the market-based performance metric). |
| With respect to the time-based RSUs granted to each NEO on February 8, 2024, the value shown in this column is the grant date fair value of the full award computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are set forth in Note 12 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
| (5) | The threshold, target and maximum numbers of performance-based RSUs were established by the Compensation Committee on February 17, 2022. |
| (6) | The threshold, target and maximum numbers of performance-based RSUs were established by the Compensation Committee on February 8, 2023. |
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information regarding the outstanding equity awards of the NEOs as of December 31, 2024.
| Name |
Grant Date | Stock Awards | |||||||||||||||||||||||
| Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($)(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 | ||||||||||||||||||||
| (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 $54.24, multiplied by the number of RSUs. |
| (2) | Represents time-based RSUs granted under the 2017 Equity Plan that vest ratably on each of the first three anniversaries of the date of grant. |
| (3) | Represents performance-based RSUs granted on February 8, 2023 under the 2017 Equity Plan which are eligible to be earned in 2025. |
| (4) | Represents performance-based RSUs granted on February 8, 2024 under the 2017 Equity Plan, half of which are eligible to be earned in each of 2025 and 2026. |
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OPTION EXERCISES AND STOCK VESTED
The following table sets forth information regarding the exercise of options and the vesting of restricted shares for the NEOs during 2024.
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||
| Name |
Number of Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Number of Vesting |
Value Vesting | |||||||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||
| (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. |
| (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). |
Equity Compensation Plans
2016 Equity Plan
In March 2016, we adopted the Warrior Met Coal, LLC 2016 Equity Incentive Plan (the “2016 Equity Plan”), as described below, under which awards of restricted units and phantom units were granted to certain of our employees and directors pursuant to the terms of written agreements. In connection with our conversion from a Delaware limited liability company to a Delaware corporation on April 12, 2017, these awards were converted into awards in respect of shares of our common stock. The 2016 Equity Plan remains in effect with respect to such converted awards. However, no further awards will be granted under the 2016 Equity Plan. Our Compensation Committee administers the 2016 Equity Plan and, in general, may suspend or terminate the plan at any time. In addition, in general, our Board may amend, supplement, modify and restate the 2016 Equity Plan at any time. The 2016 Equity Plan will terminate automatically on March 31, 2026.
| • | Adjustments in Capitalization. In the event of (i) any extraordinary non-cash dividend or other distribution other than an ordinary dividend (whether in the form of cash, shares, other securities or property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of our assets or equity securities, or exchange of shares or other of our securities, issuance of warrants or other rights to purchase shares or other of our securities, or other similar corporate transaction or event (including without limitation a “Change in Control” (as defined in the 2016 Equity Plan)) that affects the shares of common stock, appropriate equitable adjustments (as determined by our Compensation Committee) will be made to the number and kind of shares (or other securities or property) subject to outstanding awards to prevent dilution or enlargement of benefits or potential benefits intended to be made available under the 2016 Equity Plan or with respect to an award. In addition, our Compensation Committee may terminate any outstanding award and provide for the purchase of any such award in cash or the replacement of such award with other rights or property. |
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| • | Change in Control. In the event of a “Change in Control,” our Compensation Committee may generally provide that, with respect to any particular outstanding award or awards, any restricted period imposed upon such award or awards will expire immediately. |
| • | Nontransferability. Awards under the 2016 Equity Plan are subject to transfer restrictions as set forth in the plan. |
| • | Restrictive Covenants. The 2016 Equity Plan subjects participants to (i) an 18-month post-termination non-competition covenant relating to the coal mining business, (ii) an 18-month post-termination non-solicitation covenant in respect to our or our affiliates’ employees, consultants, customer, supplier, licensee, licensor or other business relationships and (iii) perpetual confidentiality and non-disparagement covenants. |
| • | No Rights as a Stockholder. No participant shall be deemed to be the stockholder of, or to have any of the rights of a holder with respect to, any shares subject to such award unless and until such shares have been delivered to such participant upon satisfaction of the conditions, if any, for such delivery. |
2017 Equity Plan
In connection with the completion of our IPO on April 19, 2017, we adopted the Warrior Met Coal, Inc. 2017 Equity Incentive Plan (the “2017 Equity Plan”), as described below. Awards previously issued and outstanding under the 2016 Equity Plan will continue to be governed by the 2016 Equity Plan. However, no further awards will be granted under the 2016 Equity Plan.
The following is a summary of the material terms and provisions of our 2017 Equity Plan.
| • | Eligibility. Our directors, officers, employees, consultants and advisors and those of our affiliated companies, as well as those who have accepted offers of employment or consultancy from us or our affiliated companies, are eligible for awards, provided that incentive stock options may be granted only to employees. A written agreement between us and each participant will evidence the terms of each award granted under the 2017 Equity Plan. |
| • | Shares Subject to the 2017 Equity Plan. The shares that may be issued pursuant to awards will be our common stock, $0.01 par value per share, and the maximum aggregate amount of such common stock which may be issued upon exercise of all awards under the 2017 Equity Plan, including incentive stock options, was equal to 5,938,059 shares of our common stock, subject to adjustment to reflect certain corporate transactions or changes in our capital structure. Use of shares of common stock to pay the required exercise price or tax obligations, or shares not issued in connection with settlement of a stock option or stock appreciation right (“SAR”) or that are used or withheld to satisfy tax obligations of the participant, shall, notwithstanding anything herein to the contrary, not be available again for other awards under the 2017 Equity Plan. If any outstanding award expires, is canceled, forfeited or settled in cash, the shares allocable to that award will again be available for grant under the 2017 Equity Plan. |
| • | Award Limitations. In addition to the aggregate limit on the number of shares of common stock that may be awarded under the 2017 Equity Plan, the following limitations also apply to the issuance of awards under the 2017 Equity Plan: (1) subject to adjustment for certain corporate events, the maximum number of shares of common stock with respect to which awards may be granted to any single participant during any single calendar year is (a) 1,484,515 shares of common stock with respect to stock options (all of which may be granted as incentive stock options) or SARs, and (b) 1,484,515 shares of common stock with respect to performance compensation awards (or in the event a performance compensation award is paid in cash, other securities, other awards or other property, no more than the fair market value of 1,484,515 shares of common stock); (2) the maximum amount that can be paid to any single participant during any one calendar year pursuant to a cash bonus award under the Plan is $10,000,000; and (3) subject to adjustment for certain corporate events, no more than 296,903 shares of common stock may be issued in respect of awards granted to any single participant who is a non-employee director for a single calendar year. |
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| • | Administration. Our Compensation Committee administers the 2017 Equity Plan. Among other responsibilities, our Compensation Committee selects participants and determines the type of awards to be granted to participants, the number of shares of common stock to be covered by awards and the terms and conditions of awards (including exercise price, methods of payment and vesting schedules), may accelerate the vesting or exercisability of, or the lapse of restrictions on, awards, and may make any other determination and take any other action that it deems necessary or desirable to administer the 2017 Equity Plan. |
| • | Amendment or Termination. The 2017 Equity Plan will terminate on the tenth anniversary of its adoption by our Board and approval by our stockholders, unless terminated earlier by our Board. No awards will be granted under the 2017 Equity Plan after that date, but awards granted prior to that date may continue beyond such date, subject to the terms and conditions of the 2017 Equity Plan. Our Board may amend or terminate the 2017 Equity Plan (or any portion thereof) at any time. Amendments will not be effective without stockholder approval if stockholder approval is required by applicable law or stock exchange requirements. If any amendment or termination would materially and adversely affect the rights of any participant, such amendment or termination will not become effective unless the affected participant consents. |
| • | Types of Awards. Our Compensation Committee may grant the following types of awards to participants under the 2017 Equity Plan: incentive stock options, nonqualified stock options, SARs, restricted stock, restricted stock units, unrestricted shares of common stock, other awards denominated in common stock, performance share awards and performance cash bonuses. |
| • | Performance Criteria. Our Compensation Committee is responsible for determining, in its sole discretion, the performance goals applicable to each performance award and the periods during which the performance is measured. The performance criteria that are used to establish performance goals for performance awards granted under the 2017 Equity Plan are based on our and/or our affiliates’, divisions’ or operational units’ attainment of specific levels of performance, and are set forth in the Plan. |
| • | Change in Control. In the event of a “Change in Control,” our Compensation Committee may provide that, with respect to any particular outstanding award or awards, (i) all options and SARs will become immediately exercisable as of a time prior to the “Change in Control,” (ii) any restricted period imposed upon awards will expire as of a time prior to the “Change in Control,” and (iii) any performance periods in effect on the date of the “Change in Control” shall end, the extent to which performance goals have been met with respect to each such performance period will be determined, and participants will receive payment of awards for such performance periods, based upon the determination of the degree of attainment of the performance goals, the assumption that the applicable “target” levels of performance have been attained or on such other basis determined by our Compensation Committee. |
See “Elements of 2024 Executive Compensation — Long-Term Equity Incentives” beginning on page 51 for a further discussion of the time-based and performance-based RSUs that have been granted under the 2017 Equity Plan. Our Compensation Committee intends to make all future grants under the 2017 Equity Plan.
Employment Agreements
The Company has entered into an employment agreement with each of the Company’s NEOs, the terms of which are indefinite. Each NEO’s employment agreement sets forth an initial annual base salary, subject to increase as approved by the Board of Directors, and provides that the NEO is eligible to receive an annual cash bonus, contingent upon the achievement of performance goals approved by our Board. In the event that we terminate the NEO’s employment without “Cause” (as defined below) or the NEO resigns for “Good Reason” (as defined below), subject to the NEO’s execution of a release of claims in a form that we reasonably determine and his or her compliance with the restrictive covenants described below, we will provide the NEO with severance as follows: (i) an amount equal to one times base salary,
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payable in substantially equal installments for one year following the date of such termination, (ii) if such termination should occur following the third quarter of our fiscal year, a pro-rated bonus payment for the year of termination based on our actual results for such year and (iii) if such termination should occur within 30 days prior to a vesting date relating to an equity award previously granted to the NEO, vesting of the portion of the award that would have become vested within such 30-day period.
In the event that we terminate the NEO’s employment without Cause or the NEO resigns for Good Reason within 12 months following the occurrence of a “Change in Control” (as defined in the employment agreement), subject to the NEO’s execution of a release of claims in a form that we reasonably determine and his or her compliance with the restrictive covenants described below, we will provide the NEO with severance in an amount equal to one and one-half times (or two times, in the case of Mr. Scheller) base salary, payable as a lump sum and in lieu of the severance described above.
If any of our financial statements are required to be restated due to errors, omissions, fraud or misconduct (including, but not limited to, circumstances where we have been required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement), we may recover all or a portion of any cash incentive, equity compensation or severance disbursements paid to our NEOs with respect to any fiscal year for which the financial results are negatively affected by such restatement.
Each of the NEOs is subject to (i) a 12-month post-termination non-competition covenant relating to our or our subsidiaries’ business, (ii) a 24-month post-termination non-solicitation covenant in respect of our or our subsidiaries’ or affiliates’ employees, representatives, agents, consultants, customers, suppliers, licensees, licensors and other business relationships and (iii) perpetual confidentiality and non-disparagement covenants.
For purposes of the employment agreements described above, “Cause” means the applicable executive’s (i) commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud; (ii) engaging in conduct that constitutes fraud or embezzlement; (iii) engaging in conduct that constitutes gross negligence or willful gross misconduct that results or could reasonably be expected to result in harm to our or any of our affiliate’s business or reputation; (iv) breach of any material terms of the executive’s employment, which results or could reasonably be expected to result in harm to our or any of our affiliate’s business or reputation; (v) continued willful failure to substantially perform the executive’s duties; or (vi) breach of any of our or our affiliate’s material policies that is applicable to employees generally that is reasonably likely to result in demonstrable harm to the Company or our affiliate.
For purposes of the employment agreements described above, “Good Reason” means the applicable executive’s voluntary resignation after any of the following actions taken by the Company without the executive’s written consent: (i) a material diminution in the executive’s responsibilities, title, authority or reporting structure, including a requirement that the executive directly report to anyone other than the CEO (or the board of directors, in the case of Mr. Scheller) of the ultimate parent company; (ii) any material failure to pay compensation when due; (iii) a reduction in base pay or bonus opportunity other than reductions applicable to senior executives generally occurring; (iv) relocation of the executive’s principal place of business by more than 50 miles that materially increases the executive’s commute; or (v) any other material breach of the applicable employment agreement by the Company.
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POTENTIAL PAYMENTS UPON A TERMINATION OF EMPLOYMENT OR
CHANGE IN CONTROL
The following table summarizes potential payments, rights and benefits to our NEOs under contracts, agreements, plans or arrangements with the Company upon a termination of employment or change in control, assuming either event occurred on December 31, 2024. To the extent payments, rights and benefits are generally available to employees on a non-discriminatory basis, including benefits payable upon death or disability, they are excluded from this table.
The employment agreements with our NEOs contain severance provisions pursuant to which the NEOs are entitled to certain payments or benefits upon a termination without “cause,” for “good reason” or due to death or disability, as well as upon a termination without “cause” or for “good reason” following a “change in control” (as such terms are defined in the employment agreements). See “Employment Agreements” beginning on page 67 for further information regarding such payments and benefits. Additionally, the award agreements pursuant to which time-based and performance-based RSUs have been granted under the 2017 Equity Plan provide for accelerated vesting or issuance, as applicable, of the outstanding awards upon various termination events or a change in control. See footnote 2 to the following table for details regarding the treatment of the outstanding RSUs upon such termination events or a change in control.
Due to the numerous factors involved in estimating these amounts, the actual value of benefits and amounts to be paid to our NEOs can only be determined upon an actual termination of employment or change in control. As provided in the employment agreements with the NEOs, in the event a NEO breaches or violates the restrictive covenants contained therein or does not enter into a separation agreement and general release of claims, certain of the amounts described below may be subject to forfeiture. See “Employment Agreements” beginning on page 67 for further information regarding such restrictions and requirements.
| Name |
Cash Payments ($)(1) |
Accelerated Vesting ($)(2) |
Total ($) | ||||||||||||
| Termination by the Company Without Cause or by the NEO for Good Reason |
|||||||||||||||
| Walter J. Scheller, III |
|
3,692,867 |
|
— |
|
3,692,867 |
|||||||||
| Jack K. Richardson |
|
2,392,213 |
|
— |
|
2,392,213 |
|||||||||
| Dale W. Boyles |
|
2,178,456 |
|
— |
|
2,178,456 |
|||||||||
| Kelli K. Gant |
|
1,902,727 |
|
— |
|
1,902,727 |
|||||||||
| Charles Lussier |
|
1,765,289 |
|
— |
|
1,765,289 |
|||||||||
| Termination of the NEO’s Employment or Service Due to Death, Disability or Retirement |
|||||||||||||||
| Walter J. Scheller, III |
|
800,000 |
|
12,058,367 |
|
12,858,367 |
|||||||||
| Jack K. Richardson |
|
800,000 |
|
4,202,968 |
|
5,002,968 |
|||||||||
| Dale W. Boyles |
|
800,000 |
|
3,566,521 |
|
4,366,521 |
|||||||||
| Kelli K. Gant |
|
800,000 |
|
2,862,665 |
|
3,662,665 |
|||||||||
| Charles Lussier |
|
800,000 |
|
2,176,133 |
|
2,976,133 |
|||||||||
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| Name |
Cash Payments ($)(1) |
Accelerated Vesting ($)(2) |
Total ($) | ||||||||||||
| Termination of the NEO’s Employment or Service Due to Any Other Reason |
|||||||||||||||
| Walter J. Scheller, III |
|
— |
|
— |
|
— |
|||||||||
| Jack K. Richardson |
|
— |
|
— |
|
— |
|||||||||
| Dale W. Boyles |
|
— |
|
— |
|
— |
|||||||||
| Kelli K. Gant |
|
— |
|
— |
|
— |
|||||||||
| Charles Lussier |
|
— |
|
— |
|
— |
|||||||||
| Change in Control |
|||||||||||||||
| Walter J. Scheller, III |
|
— |
|
12,058,367 |
|
12,058,367 |
|||||||||
| Jack K. Richardson |
|
4,000,000 |
|
4,202,968 |
|
8,202,968 |
|||||||||
| Dale W. Boyles |
|
4,000,000 |
|
3,566,521 |
|
7,566,521 |
|||||||||
| Kelli K. Gant |
|
4,000,000 |
|
2,862,665 |
|
6,862,665 |
|||||||||
| Charles Lussier |
|
4,000,000 |
|
2,176,133 |
|
6,176,133 |
|||||||||
| Termination by the Company Without Cause or by the NEO for Good Reason in connection with a Change in Control(3) |
|||||||||||||||
| Walter J. Scheller, III |
|
5,800,000 |
|
12,058,367 |
|
17,858,367 |
|||||||||
| Jack K. Richardson |
|
863,850 |
|
4,202,968 |
|
5,066,818 |
|||||||||
| Dale W. Boyles |
|
743,936 |
|
3,566,521 |
|
4,310,457 |
|||||||||
| Kelli K. Gant |
|
658,350 |
|
2,862,665 |
|
3,521,015 |
|||||||||
| Charles Lussier |
|
597,453 |
|
2,176,133 |
|
2,773,586 |
|||||||||
| (1) | The cash severance for each NEO in the event of a Termination by the Company Without Cause or by the NEO for Good Reason represents an amount equal to the NEO’s base salary, payable in substantially equal installments for one year following the date of such termination, plus the bonus payment that each NEO received in 2024 based on our actual performance results, as required by the employment agreements since the assumed termination occurred following the third quarter of our fiscal year. |
| The cash severance for Mr. Scheller in the event of a Termination by the Company Without Cause or by the NEO for Good Reason in connection with a Change in Control represents an amount equal to two times base salary, payable in a lump sum, as specified in his Employment Agreement. The cash severance for each of Mr. Richardson, Mr. Boyles, Ms. Gant and Mr. Lussier in the event of a Termination by the Company Without Cause or by the NEO for Good Reason in connection with a Change in Control represents an amount equal to one and one-half times base salary, payable in a lump sum, as specified in the employment agreements with such NEOs. See “Employment Agreements” beginning on page 67 for further information about such payments. |
| In addition to the cash severance to which they are entitled under their employment agreements, each of our NEOs is in certain circumstances entitled to an additional lump sum cash payment under the terms of the Transformational Retention/Incentive Program. In the event of a termination by the Company without “Cause” or a termination by the NEO for “Good Reason” (as such terms are defined in the NEO’s employment agreement), or a NEO’s termination of service due to death or disability, prior to the end of the Transformational Performance Period, the NEO will receive a pro rata portion of the target award equal to one-fifth (1/5) of the award for each completed calendar year of employment with the Company or any affiliate beginning on May 1, 2023. In the event of a Change in Control (as defined in the NEO’s employment agreement), the NEO will receive the target award, except Mr. Scheller who will only receive his target award if his employment is terminated by the Company without “Cause” or by him for “Good Reason” within 12 months following a Change in Control. |
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| (2) | The amounts presented in this column reflect the value of the accelerated vesting or issuance of unvested or unearned RSUs, as applicable, which has been determined 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 shares. Also reflected in this column is the value of the dividends accrued on the unvested time-based RSUs and the unearned performance-based RSUs, which dividends are paid out upon vesting or issuance, as applicable. |
| On February 17, 2022, February 8, 2023 and February 8, 2024, each of our NEOs received time-based RSUs pursuant to the terms of an award agreement under the 2017 Equity Plan. In the event of the termination of a NEO’s employment for any reason other than the NEO’s death, disability or Retirement (as defined in the award agreement), he or she will forfeit any unvested time-based RSUs held as of the date of such termination without consideration. In the event of the termination of a NEO’s employment due to death, disability or Retirement, any unvested time-based RSUs held by the NEO shall vest in full. In the event of a “Change in Control” (as defined in the 2017 Equity Plan), any unvested time-based RSUs held by the NEO shall vest in full. |
| On February 17, 2022, February 8, 2023 and February 8, 2024, each of our NEOs received performance-based RSUs pursuant to the terms of an award agreement under the 2017 Equity Plan. In the event of the termination of a NEO’s employment for any reason other than the NEO’s death, disability or Retirement (as defined in the award agreement), he or she will forfeit the right to receive any shares pursuant to the performance-based RSUs as of the date of such termination without consideration. In the event of the termination of a NEO’s employment due to death, disability or Retirement, the NEO will be issued shares pursuant to the performance-based RSUs for any to-be-completed Measurement Period at the target award level. In the event of a “Change in Control” (as defined in the 2017 Equity Plan), the NEO will be issued shares pursuant to the performance-based RSUs for any to-be-completed Measurement Period at the target award level. The amounts presented in this column with respect to the performance-based RSUs eligible to be earned in 2024 reflect the number of shares actually earned based on performance for such year. |
| (3) | The amounts presented in the following rows assume that a Termination by the Company Without Cause or by the NEO for Good Reason occurred on December 31, 2024 in connection with a “Change in Control” (as defined in the 2017 Equity Plan) occurring no more than 12 months before such date. As detailed in footnote (1) above, the termination event would cause the NEOs to be entitled to the payment of cash severance and, as detailed in footnote (2) above, the Change in Control would cause the outstanding equity held by the NEOs to have vested or settled, as applicable. |
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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 |
||||||||||||||||||||||||||||||||||||||||
2023 |
||||||||||||||||||||||||||||||||||||||||
2022 |
||||||||||||||||||||||||||||||||||||||||
2021 |
||||||||||||||||||||||||||||||||||||||||
2020 |
( |
) | ||||||||||||||||||||||||||||||||||||||
| (1) | The PEO for each year was Walter 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). |
| (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. |
| (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. |
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 |
( |
) | ||||||||||||||
Non-PEO NEOs (average) |
( |
) | ||||||||||||||
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 |
( |
) | ( |
) | ||||||||||||
Non-PEO NEOs (average) |
( |
) | ( |
) | ||||||||||||
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| (4) | 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. |
| (5) | We determined 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. |
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Performance Measure |
Rationale for Use in the Company’s Incentive Compensation Program |
Definition | ||
Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess: (i) our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis or capital structure; and (ii) the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities, such as Blue Creek. |
non-GAAP financial measure and is defined as net income before net interest income, income tax expense, depreciation and depletion, non-cash asset retirement obligation accretion and valuation adjustments, non-cash stock compensation expense, other non-cash accretion and valuation adjustments, non-cash mark-to-market | |||
This metric reflects management’s focus on operational efficiency. |
Money spent by the Company on acquiring fixed assets, such as machinery and equipment | |||
This metric reflects management’s focus on our key business strategy of maintaining and further improving our low-cost operating profile. |
Represents production costs divided by metric tons produced | |||
This metric reflects management’s focus on operational efficiency. |
Represents the number of feet the continuous miner advances during a period | |||
This metric reflects management’s focus on operational efficiency. |
Represents the number of feet the longwall advances during a period | |||
This metric reflects management’s focus on maximizing profitable production. |
Metric tons of metallurgical coal produced from Mine 4, Mine 7 and Blue Creek | |||
Our dedication to safety is at the core of all of our overall operations as we work to further reduce workplace incidents by focusing on policy awareness and accident prevention. |
Total reportable incident rate (TRIR) |
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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 $7,908,650. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was approximately 57 to 1. Given the different methodologies that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.
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DIRECTOR COMPENSATION
The Compensation Committee evaluates and recommends to the Board of Directors the compensation to be paid to our non-employee directors. The Compensation Committee has determined that a combination of cash and equity-based incentive compensation should be used to attract and retain qualified candidates to serve on our Board. In setting director compensation, the Compensation Committee receives input from its independent compensation consultant to assess the competitiveness of our non-employee director compensation. The Compensation Committee uses the compensation consultant’s access to external market data to determine the pay practices of similarly situated companies in respect of their directors, and uses this data as a reference point in determining director fees and equity awards.
Under our director compensation program for 2024, the non-management members of our Board of Directors (Ana B. Amicarella, J. Brett Harvey, Alan H. Schumacher, Stephen D. Williams and Lisa M. Schnorr) received (i) an annual cash retainer for Board service, (ii) an annual cash retainer for committee service, as applicable, and (iii) an annual award of RSUs granted under our 2017 Equity Plan that vests on the first anniversary of the date of grant. The amount of such annual retainers and equity grants, by position, are set forth below:
| Position |
Annual Cash Retainer ($) |
Annual Equity Grant ($) |
||||||
| Chairman |
175,000 | 150,000 | ||||||
| Lead Director(1) |
120,000 | 150,000 | ||||||
| Regular Board Member |
100,000 | 125,000 | ||||||
| Audit Committee—Chair |
25,000 | — | ||||||
| Audit Committee—Member |
10,000 | — | ||||||
| Compensation Committee—Chair |
17,500 | — | ||||||
| Compensation Committee—Member |
7,500 | — | ||||||
| Sustainability, Environmental, Health and Safety Committee—Chair |
17,500 | — | ||||||
| Sustainability, Environmental, Health and Safety Committee—Member |
5,000 | — | ||||||
| Nominating and Corporate Governance Committee—Chair |
17,500 | — | ||||||
| Nominating and Corporate Governance Committee—Member |
5,000 | — | ||||||
| (1) | Effective January 1, 2023, the Board elected J. Brett Harvey, an independent director, as the Chairman of the Board. Since the Chair of the Board is an independent director, there is no longer a lead director. |
All retainers are payable monthly in advance. Also, each of our directors is reimbursed for out-of-pocket expenses incurred in connection with attendance at Board, committee and stockholder meetings, including the cost of travel, lodging, food and related expenses, and participation in director education programs. Each director will be fully indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law. We have entered into separate indemnification agreements with each of our directors and executive officers, which may be broader than the specific indemnification provisions contained in Delaware law.
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The following table provides compensation information for the non-employee members of our Board for the year ended December 31, 2024.
2024 Director Compensation
| Name(1) |
Fees Earned in Cash ($) |
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 | |||||||||||||||||||||
| (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. |
| (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. |
| 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. |
| (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. |
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Proposal 2 — Advisory Vote on the Compensation of
Our Named Executive Officers
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we provide our stockholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement in accordance with the rules of the SEC. We intend to continue to hold such an advisory vote on the compensation of our NEOs, commonly known as a “say-on-pay” vote, each year in connection with our annual meeting of stockholders until the next vote on the frequency of the say-on-pay vote or until our Board of Directors otherwise determines that a different frequency for this advisory vote is in the best interests of our stockholders. The next advisory vote on the frequency of say-on-pay votes will occur at the 2030 Annual Meeting of Stockholders.
As described in detail in the Compensation Discussion and Analysis, we seek to align the interests of our NEOs with the interests of our stockholders and to reward performance that enhances stockholder returns. We believe that our compensation program has been, and will continue to be, successful in retaining and motivating our executive officers as necessary for the current and long-term success of the Company.
We are asking our stockholders to indicate their support for the compensation of our NEOs as described in this Proxy Statement. This proposal gives our stockholders the opportunity to express their views on the compensation of our NEOs. This vote is not intended to address any specific element of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, in accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our stockholders to vote FOR the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the NEOs, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2024 Summary Compensation Table and the other related tables and narrative disclosures.”
While this say-on-pay vote is non-binding and advisory, the Board of Directors and the Compensation Committee value the opinions of our stockholders and intend to consider the vote of the Company’s stockholders when considering future compensation arrangements. To the extent there is any significant vote against the compensation of our NEOs as disclosed in this Proxy Statement, the Compensation Committee and Board will evaluate whether any actions are necessary to address the concerns of stockholders.
Required Vote for Approval and Recommendation of the Board of Directors
The approval, on an advisory basis, of the compensation of our NEOs, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative in this Proxy Statement, requires an affirmative vote of a majority of the votes cast by stockholders participating in or represented by proxy at the virtual Annual Meeting and entitled to vote on the matter. Abstentions and broker non-votes (if any) are not counted as votes cast and will have no effect on the outcome of this proposal. Brokers, as nominees for the beneficial owners, may not exercise discretion in voting on this matter and may only vote on this proposal as instructed by the beneficial owners of the shares. Unless otherwise instructed, the proxy holders will vote proxies held by them FOR the approval, on an advisory basis, of the compensation of our NEOs. The outcome of this proposal is advisory in nature and is non-binding.
| ✓ |
Our Board of Directors recommends that stockholders vote FOR
| |
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Review and Approval of Related Person Transactions
Under SEC rules, a “related person” is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing. Pursuant to the Company’s Related Party Transactions Policy and the Audit Committee’s written charter, the Audit Committee is responsible for reviewing and, subject to certain exceptions, approving or recommending to the Board for approval all related party transactions, including any that we would be required to disclose pursuant to Item 404 of Regulation S-K promulgated by the SEC. The Audit Committee, in determining whether to approve a related party transaction, considers various factors, including whether the related party transaction complies with the restrictions set forth in the Company’s asset-based revolving credit agreement and the indenture governing the Company’s outstanding notes, the benefit of the transaction to us, whether it is on terms and conditions no less favorable to us than may reasonably be expected in arm’s-length transactions with unrelated parties, the direct or indirect nature of the related person’s interest in the transaction, the size and expected term of the transaction and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards. The Audit Committee reviews, at least annually, a summary of our transactions with our directors and officers and with firms that employ our directors, as well as any other related person transactions.
Related Person Transactions Entered into by the Company
Other than compensation agreements and other arrangements, which are described under “Executive Officer and Director Compensation,” since January 1, 2024, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any related person had or will have a direct or indirect material interest.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors hereby submits the following report:
| • | Management is responsible for the financial reporting process, including the systems of internal controls over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed the consolidated financial statements and a report on the effectiveness of the Company’s internal controls over financial reporting for the fiscal year ended December 31, 2024 with management and Ernst & Young LLP, the Company’s independent auditors. |
| • | The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. |
| • | The Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable rules of the PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with Ernst & Young LLP its independence. |
Based on the foregoing review and discussions described above, the Audit Committee recommended to the Board that the audited consolidated financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.
AUDIT COMMITTEE
Alan H. Schumacher, Chairman
Ana B. Amicarella
Lisa M. Schnorr
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FEES PAID TO INDEPENDENT AUDITORS
The Audit Committee has approved the engagement of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. Ernst & Young LLP has audited our financial statements since 2016 and has served as our auditors since the Company’s inception.
The aggregate fees billed by Ernst & Young LLP to the Company for the audit of the Company’s annual consolidated financial statements and services rendered by the independent registered public accounting firm for the years ended December 31, 2024 and December 31, 2023 are set forth below.
| Fiscal Years | ||||||||
| 2024 | 2023 | |||||||
| Audit Fees(1) |
$ | 1,380,000 | $ | 1,200,000 | ||||
| Audit-Related Fees(2) |
— | — | ||||||
| Tax Fees(3) |
— | — | ||||||
| All Other Fees(4) |
5,720 | 7,046 | ||||||
| TOTAL FEES |
$ | 1,385,720 | $ | 1,207,046 | ||||
| (1) | For fiscal years 2024 and 2023, audit fees included fees associated with the annual audits of the consolidated financial statements and the Company’s internal control over financial reporting, and reviews of the Company’s quarterly reports on Form 10-Q, as well as services for comfort letters, consents, assistance with and review of documents filed with the SEC, and accounting and financial reporting consultation and research work necessary to comply with the standards of the PCAOB. |
| (2) | For fiscal years 2024 and 2023, there were no audit-related fees billed or incurred. |
| (3) | For fiscal years 2024 and 2023, there were no tax fees billed or incurred. |
| (4) | For fiscal years 2024 and 2023, the other fees related to an accounting research tool service. |
The Audit Committee has concluded that the provision of the non-audit services listed above as “Tax Fees” and “All Other Fees” is compatible with maintaining the auditors’ independence.
Approval of Audit and Non-Audit Services
All audit and permitted non-audit services to be performed by the Company’s independent registered public accounting firm require pre-approval by the Audit Committee in accordance with the Audit Committee Pre-Approval Policy. The Audit Committee annually reviews a detailed list of the audit and non-audit services to be performed by the independent registered public accounting firm during the upcoming year. The Audit Committee considers, among other things, whether the provision of specific non-audit services is permissible under existing law and whether it is consistent with maintaining the auditor’s independence. The Audit Committee then approves the audit services and any permissible non-audit services it deems appropriate for the upcoming year. All of the fees described above under audit fees, audit-related fees, tax fees and all other fees were pre-approved by the Audit Committee pursuant to its pre-approval policies and procedures.
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Proposal 3 — Ratification of Appointment of
Independent Registered Public Accounting Firm
The Audit Committee has appointed Ernst & Young LLP as the independent registered public accounting firm for the Company to audit its consolidated financial statements and effectiveness of internal control over financial reporting for the fiscal year ending December 31, 2025. Stockholder ratification of the appointment is not required under the laws of the State of Delaware, but the Board, at the request of the Audit Committee, has decided to ascertain the position of the stockholders on the appointment. If the appointment is not ratified by an affirmative vote of a majority of the votes cast by stockholders participating in or represented by proxy at this virtual Annual Meeting, the adverse vote will be considered as an indication to the Audit Committee that it should consider selecting another independent registered public accounting firm for the following year. However, the outcome of this proposal is non-binding and advisory in nature.
One or more representatives of Ernst & Young LLP will participate in the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.
Required Vote for Approval and Recommendation of the Board of Directors
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 will be ratified if approved by the affirmative vote of a majority of the votes cast by stockholders participating in or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions are not counted as votes cast and will have no effect on the outcome of this proposal. Brokers, as nominees for a beneficial owner, may exercise discretion to vote on this proposal without instruction of the beneficial owner of the shares. Unless otherwise instructed, the proxy holders will vote proxies held by them FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
| ✓ |
Our Board of Directors recommends that stockholders vote FOR registered public accounting firm.
| |
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires the Company’s directors, officers and persons who beneficially own more than 10% of the Company’s common stock (“Reporting Persons”) to file initial reports of ownership and reports of changes in ownership with the SEC. Reporting Persons are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the Company and written representations from Reporting Persons, the Company believes that all Section 16(a) reports required to be filed during the year ended December 31, 2024 were filed on a timely basis, except that a late Form 4 was filed on behalf of each of Mr. Harvey, Mr. Schumacher, Mr. Williams, Ms. Amicarella and Ms. Schnorr to report the vesting of restricted stock units on May 25, 2024.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 4, 2025 by:
| (i) | each of our directors; |
| (ii) | each of our NEOs listed in the “Summary Compensation Table” on page 60; |
| (iii) | all of our current directors and executive officers as a group; and |
| (iv) | each stockholder known by us to beneficially own more than 5% of our common stock. |
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of common stock that may be acquired by an individual or group within 60 days of March 4, 2025, pursuant to derivative securities, such as RSUs, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Percentage of ownership is based on an aggregate of 52,559,285 shares of common stock outstanding as of March 4, 2025.
Except as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer is: c/o Warrior Met Coal, Inc., 16243 Highway 216, Brookwood, Alabama 35444.
| Name of Beneficial Owner |
Common Stock Beneficially Owned |
|||||||
| Number | Percentage | |||||||
| 5% Stockholders: |
||||||||
| BlackRock, Inc.(1) |
7,238,303 | 13.8 | % | |||||
| The Vanguard Group(2) |
5,937,166 | 11.3 | % | |||||
| State Street Corporation(3) |
3,404,237 | 6.5 | % | |||||
| Named Executive Officers and Directors: |
||||||||
| Walter J. Scheller, III |
413,149 | * | ||||||
| Jack K. Richardson |
187,118 | * | ||||||
| Dale W. Boyles |
166,201 | * | ||||||
| Kelli K. Gant |
80,580 | * | ||||||
| Charles Lussier |
71,885 | * | ||||||
| Ana B. Amicarella(4) |
29,195 | * | ||||||
| J. Brett Harvey(5) |
39,960 | * | ||||||
| Lisa M. Schnorr(6) |
8,513 | * | ||||||
| Alan H. Schumacher(7) |
39,520 | * | ||||||
| Stephen D. Williams(8) |
32,569 | * | ||||||
| All current executive officers and directors as a group (11 persons)(9) |
1,090,597 | 2.1 | % | |||||
| * | Represents beneficial ownership of less than 1% of the shares of common stock. |
| (1) | BlackRock, Inc., a parent holding company, along with and on behalf of its wholly-owned subsidiaries (i) BlackRock Life Limited, (ii) Aperio Group, LLC, (iii) BlackRock Advisors, LLC, (iv) BlackRock Fund |
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| Advisors, (v) BlackRock Institutional Trust Company, National Association, (vi) BlackRock Asset Management Ireland Limited, (vii) BlackRock Financial Management, Inc., (viii) BlackRock Japan Co., Ltd., (ix) BlackRock Asset Management Schweiz AG, (x) BlackRock Investment Management, LLC, (xi) BlackRock Investment Management (UK) Limited, (xii) BlackRock Asset Management Canada Limited, and (xiii) BlackRock Investment Management (Australia) Limited (collectively, “BlackRock”), has beneficial ownership of 7,238,303 shares of common stock, of which BlackRock has sole voting power with respect to 7,105,462 shares and sole dispositive power with respect to all 7,238,303 shares. |
| The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. This information is based solely upon our review of a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 23, 2024, reporting beneficial ownership as of December 31, 2023. |
| (2) | The Vanguard Group, Inc. (“Vanguard”) has beneficial ownership of 5,937,166 shares of common stock, of which Vanguard has shared voting power with respect to 53,684 shares, sole dispositive power with respect to 5,830,379 shares and shared dispositive power with respect to 106,787 shares. |
| The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. This information is based solely upon our review of an amended Schedule 13G filed by Vanguard with the SEC on November 12, 2024, reporting beneficial ownership as of September 30, 2024. |
| (3) | State Street Corporation, a parent holding company, along with and on behalf of its wholly-owned subsidiaries (i) SSGA Funds Management, Inc., (ii) State Street Global Advisors Asia Limited, (iii) State Street Global Advisors Europe Limited, (iv) State Street Global Advisors Limited, (v) State Street Global Advisors Trust Company, (vi) State Street Global Advisors, Australia, Limited, and (vii) State Street Global Advisors, Ltd. (collectively, “State Street”), has beneficial ownership of 3,404,237 shares of common stock, of which State Street has shared voting power with respect to 3,202,986 shares and shares dispositive power with respect to 3,404,237 shares. |
| The address of State Street is One Congress St., Suite 1, Boston, Massachusetts 02114. This information is based solely upon our review of a Schedule 13G filed by State Street with the SEC on October 17, 2024, reporting beneficial ownership as of September 30, 2024. |
| (4) | Includes 2,790 shares underlying RSUs that vest within 60 days of March 4, 2025. |
| (5) | Includes 3,348 shares underlying RSUs that vest within 60 days of March 4, 2025. |
| (6) | Includes 1,797 shares underlying RSUs that vest within 60 days of March 4, 2025. |
| (7) | Includes 2,790 shares underlying RSUs that vest within 60 days of March 4, 2025. |
| (8) | Includes 3,285 shares underlying RSUs that vest within 60 days of March 4, 2025. |
| (9) | Includes shares underlying RSUs that vest within 60 days of March 4, 2025 as described in footnotes (4)-(8). |
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Proposal 4 — Non-binding Stockholder Proposal
In accordance with SEC rules, we have set forth below a stockholder proposal, along with a supporting statement, exactly as submitted by Segal Marco Advisors, on behalf of AFL-CIO Equity Index Funds (the “AFL-CIO”), a beneficial owner of 8,655 shares of our common stock, that the proponent intends to present at the Annual Meeting. In accordance with SEC rules, we are including this stockholder proposal, along with the supporting statement of the proponent. The Company is not responsible for any inaccuracies in this stockholder proposal and supporting statement. The AFL-CIO’s address is c/o The Bank of New York Mellon, 240 Greenwich Street, New York, NY 10286. The stockholder proposal will be voted upon at the Annual Meeting only if properly presented. The stockholder proposal and supporting statement is shown below and outlined by a box to distinguish it from statements of the Company.
Stockholder Proposal and Supporting Statement
RESOLVED: Stockholders urge the Board of Directors of Warrior Met Coal, Inc. (the “Company”) to commission and oversee an independent, third-party assessment of the Company’s respect for the internationally recognized human rights of freedom of association and collective bargaining. The assessment, prepared at reasonable cost and omitting legally privileged, confidential, or proprietary information, should be publicly disclosed on the Company’s website.
SUPPORTING STATEMENT:
Freedom of association and collective bargaining are internationally recognized human rights according to the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work and the United Nations’ Universal Declaration of Human Rights. The United Nations’ Guiding Principles on Business and Human Rights urge companies to “know and show” that they respect human rights by adopting “a human rights due diligence process to identify, prevent, mitigate and account for how they address their impacts on human rights.”1
Our Company’s unionized workforce is represented by the United Mine Workers of America (the “UMWA”). Between April 1, 2021 and February 16, 2023, these UMWA members went on strike after filing unfair labor practice charges with the National Labor Relations Board (the “NLRB”). According to an estimate by the AFL-CIO and the UMWA, the Company had $1.3 billion less potential revenue during the strike as a result of lower levels of production.2
On June 29, 2023, a NLRB Administrative Law Judge found that the Company had engaged in unfair labor practices by failing and refusing to provide information that the UMWA had requested during bargaining.3 The Company and the UMWA have filed exceptions to this decision that are subject to review by the NLRB. On September 7, 2023, the director of NLRB Region 10 dismissed a petition to decertify the UMWA as the representative of the Company’s unionized employees, concluding that “a causal nexus exists between the Employer’s unlawful conduct and the decertification petition.”4
In our opinion, an independent, third-party assessment will provide assurance that the Company’s current employment policies and practices conform with the Company’s international human rights obligations to respect its workers’ rights. At our Company’s 2024 annual meeting, 46 percent of our Company’s voting shareholders supported a similar shareholder resolution urging a third-party assessment.
For these reasons, we urge you to vote FOR this proposal.
| 1 | United Nations, “Guiding Principles on Business and Human Rights,” 2011, p. 16, https://www.ohchr.org/sites/default/files/Documents/Publications/GuidingPrinciplesBusinessHR_EN.pdf. |
| 2 | AFL-CIO and UMWA, Definitive Proxy Statement Filed by Non-Management, March 22, 2024, https://www.sec.gov/Archives/edgar/data/1691303/000121465924005025/o322245defn14a.htm. |
| 3 | Warrior Met Coal Mining, LLC & United Mine Workers of Am., Int’l Union, No. 10-CA-274900, 2023 WL 4264887 (June 29, 2023), available at https://apps.nlrb.gov/link/document.aspx/09031d4583ac4809. |
| 4 | Warrior Met Coal Mining, LLC & United Mine Workers of Am., Int’l Union, No. 10-RD-315651 (September 7, 2023), available at https://apps.nlrb.gov/link/document.aspx/09031d4583b41c4c. |
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Statement of Opposition from the Board of Directors
| The Board recommends that stockholders vote AGAINST this proposal for the following reasons: |
• The Board has commissioned the requested third-party assessment, rendering the AFL-CIO proposal unnecessary. • Upholding human rights is a longstanding commitment for the Company and our policies respect freedom of association and collective bargaining. • We maintain robust talent programs that support our operations and promote open dialogue with our employees. | |
The Board has commissioned the requested third-party assessment, rendering the AFL-CIO proposal unnecessary.
At our 2024 Annual Meeting of Stockholders, the AFL-CIO submitted this non-binding stockholder proposal, which was approved by 46.1% of shareholder votes cast. Considering significant shareholder support of the proposal, the Board has commissioned, and is currently overseeing, an assessment of the Company’s respect for human rights, including the internationally recognized human rights of freedom of association and collective bargaining. The assessment will follow best practice as outlined by the UN Guiding Principles on Business and Human Rights, and is being performed by a highly qualified, independent assessor with the deep subject matter expertise necessary for the task. Key findings from the assessment will be made publicly available in our 2025 Corporate Responsibility Report. Given that the Board has commissioned the requested assessment, we believe that the AFL-CIO’s proposal has been rendered unnecessary.
We believe that the UMWA’s accusations of labor law violations are groundless.
The Company believes that the AFL-CIO’s stockholder proposal advocates from the point of view of the United Mine Workers of America (“UMWA” or “the union”), which was on the opposite side of a labor dispute with Warrior for twenty-two months from 2021 to 2023.
As previously disclosed by the Company, Warrior’s collective bargaining agreement with the UMWA expired in April 2021, and the UMWA initiated a strike and filed unfair labor practice (“ULP”) charges in late March 2021 after an agreement on a new contract was not reached during just the first couple of months of bargaining. We believe that the UMWA’s ULP charge filings were part of the UMWA’s bargaining strategy to apply pressure and gain concessions from the Company during the bargaining negotiations, as NLRB complaints can be filed without a requirement to substantiate the claims.
We would like to set the record straight that, so far, 57 of the 83 alleged ULP charges filed by the UMWA with the NLRB since 2021 were dismissed for lack of merit, withdrawn by the UMWA, or have been resolved, without any determination that the Company violated federal laws. Only one charge has resulted in a complaint being issued by the NLRB, which we strongly disagree with and have appealed. We expect the remaining outstanding cases to close without any findings of unlawful conduct by Warrior.
The strike ended in February 2023, the union made Warrior an unconditional offer to return to work and, since then, Warrior has returned hundreds of UMWA strikers to work. The Company has continued since then to engage in good faith bargaining with the UMWA to reach an agreement on a new contract.
Upholding human rights is a longstanding commitment for the Company and our policies respect freedom of association and collective bargaining.
Respect for human rights is one of our fundamental values, and the Board believes that companies can advance human rights through the culture they establish, how they treat their employees and other stakeholders, how they manage their operations and engage in trade, and with the contributions they make to the communities where they live, work, and serve. The Board has adopted a Human Rights Policy, guided by the international human rights principles encompassed within the International Bill of Rights and the International Labor Organization’s 1998 Declaration on Fundamental Principles and Rights at
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Work. This Human Rights Policy applies to the Company’s employees, management team and Board, and the Company’s expectations for its business partners with respect to human rights are set forth in the Code of Business Conduct and Ethics and the Supplier and Contractor Code of Conduct. We provide annual training to all employees on various elements of our human rights program to stress the importance of human rights and the underlying principles of treating all persons with respect, dignity and equality.
We report to all stockholders on our human rights-related commitments, efforts and statements in our annual Corporate Responsibility Report, and the Human Rights Policy and Corporate Responsibility Reports can be found in the “Investors” section of the Company’s website at www.warriormetcoal.com (under the “Corporate Governance” link).
We maintain robust talent programs that support our operations and promote open dialogue with our employees.
We understand that competitive compensation and comprehensive benefits are key to attracting and retaining top talent. We maintain a strong compensation framework that rewards contributions while reinforcing our reputation as an employer of choice. We also continue to invest in our employee benefit programs, which continue to exceed the industry standards and include no-cost healthcare coverage to support our team members and their families.
We remain focused on increasing our headcount to support our growing operations and have met our talent recruitment goals in 2024. Additionally, our employee turnover has decreased by approximately 7% in 2024, which underscores our commitment to our employees and positions us well to execute our value creation strategy. We conduct annual employee surveys to assess employee satisfaction and guide our continuous talent program improvements.
We respect our employees’ right to join, form, or not to join a labor union without fear of reprisal, intimidation, or harassment. Where employees are represented by a legally recognized union, we are committed to establishing a constructive dialogue with their freely chosen representatives. Our commitment to respecting human rights includes enabling access to effective remedies. Any employee who believes a violation of the Company’s Human Rights Policy has occurred or is occurring is encouraged to report the violation to the Company’s Human Resources Department or Legal Department, or submit an anonymous complaint to the Company by calling the toll-free hotline. We carefully review, investigate and respond to all allegations of unlawful conduct or other conduct that violates any of our policies, and we do not allow retaliation against any employee for raising concerns under our policies.
Responsibility for oversight of key human resource policies and practices is specifically codified in our Compensation Committee’s charter, which oversees the implementation of our various talent programs and initiatives. We continuously evaluate our own adherence to our human rights commitments, and we strive to not only mitigate our risks in this area, but also to improve performance, governance and oversight.
|
|
Our Board of Directors recommends that stockholders vote AGAINST
| |
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OTHER MATTERS
As of the date of this Proxy Statement, the Board and management do not know of any business which will be presented for consideration at the Annual Meeting other than those matters specified herein and in the Notice of Annual Meeting of Stockholders. Should any other matter or business requiring a vote of stockholders arise, the persons named in the enclosed proxy intend to exercise the authority conferred by the proxy and vote the shares represented thereby in respect of any such other matter or business in accordance with their best judgment.
DEADLINES FOR STOCKHOLDER PROPOSALS
Proposals Pursuant to Rule 14a-8
Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals may be eligible for inclusion in the proxy statement for the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). Any stockholder intending to present a proposal for inclusion in the proxy statement for the 2026 Annual Meeting must provide timely written notice of the proposal to our Corporate Secretary at Warrior Met Coal, Inc., 16243 Highway 216, Brookwood, Alabama 35444, along with proof of ownership of our stock in accordance with Rule 14a-8(b)(2). The Company must receive the proposal by November 13, 2025, for possible inclusion in the proxy statement. If the date of the 2026 Annual Meeting changes by more than 30 days from April 23, 2026, then the deadline to submit stockholder proposals for inclusion in the proxy statement for the 2026 Annual Meeting will be a reasonable time before the Company begins to print and mail its proxy materials for the 2026 Annual Meeting. The Company will determine whether to include a proposal in the 2026 proxy statement in accordance with the SEC rules governing the solicitation of proxies.
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.
Other Proposals and Nominees
In addition, under our Bylaws, any stockholder of record intending to nominate a candidate for election to the Board or to propose any business at the 2026 Annual Meeting must give timely written notice to our Corporate Secretary at the address set forth below. A nomination or proposal for the 2026 Annual Meeting will be considered timely if it is received within the Advance Notice Window (as defined above). The notice of nomination or proposal must detail the information specified in the Company’s Bylaws. We will not entertain any proposals or nominations at the 2026 Annual Meeting that do not meet the requirements set forth in our Bylaws.
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The Bylaws are posted in the “Investors” section of our website at www.warriormetcoal.com (under the “Corporate Governance” link). To make a submission or to request a copy of our Bylaws, stockholders should contact our Corporate Secretary at Warrior Met Coal, Inc., 16243 Highway 216, Brookwood, Alabama 35444.
In addition to 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 at the 2026 Annual Meeting must provide notice to the Company that complies with the informational requirements of Rule 14a-19 under the Exchange Act.
HOUSEHOLDING OF PROXY MATERIALS
SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. Each stockholder continues to receive a separate proxy card. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, please notify your broker. You may also call the Broadridge Householding Election system at (866) 540-7095 or reach them in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717 to decline or modify previous householding elections. You can also request prompt delivery of a copy of the proxy statement and annual report by sending a written request to Warrior Met Coal, Inc., 16243 Highway 216, Brookwood, Alabama 35444, Attn: Corporate Secretary, or by calling the Company at (205) 554-6150.
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WARRIOR 16243 Highway 216 | Brookwood, AL 35444 USA (205) 554-6150 www.warriormetcoal.com MIX Paper | Supporting responsible forestry FSC® C132107 FSC www.fsc.org
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c/o Corporate Election Services P.O. Box 1150 Pittsburgh, PA 15230 |
WARRIOR MET COAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
April 23, 2025
YOUR VOTE IS IMPORTANT
Please take a moment now to vote your shares of Warrior Met Coal, Inc. for the 2025 annual meeting of stockholders.
YOU CAN VOTE TODAY IN ONE OF THREE WAYS:
Your vote is important! Even if you plan to attend our virtual annual meeting, please cast your vote as soon as possible by:
| Internet | OR | Telephone | OR | |||||
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Access the Internet site and cast your vote:
www.cesvote.com
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Call Toll-Free:
1-888-693-8683 |
Return your proxy card/voting instruction form in the postage-paid envelope provided
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Any Internet or telephone votes must be received by 11:59 p.m. Eastern Daylight Time
on April 22, 2025, and any mail votes must be received by April 22, 2025.
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Please sign and date the proxy card below and fold and detach at the perforation before mailing. |
| Warrior Met Coal, Inc. | Proxy Card | |||
| 2025 Annual Meeting of Stockholders | ||||
| April 23, 2025 9:00 a.m., Central Time | ||||
| This Proxy is Solicited on Behalf of the Board of Directors | ||||
J. Brett Harvey and Kelli K. Grant, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present at the Annual Meeting of Stockholders of Warrior Met Coal, Inc. to be held virtually on April 23, 2025 or at any postponement or adjournment thereof.
Shares represented by this properly executed proxy will be voted in accordance with any directions provided by the stockholder. If no contrary direction is indicated, the Proxies will vote FOR the election of the five director nominees, FOR Proposal 2, FOR Proposal 3, and AGAINST Proposal 4. In their discretion, the Proxies are authorized to vote for a substitute nominee designated by the Board of Directors with respect to Proposal 1 and upon such other business as may properly come before the meeting.
| Date: |
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| Signature | ||||
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| Signature | ||||
| INSTRUCTIONS: Please sign exactly as your name(s) appears(s) on this proxy card. When signing as an attorney, executor, administrator, trustee, guardian or other fiduciary please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. | ||||
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YOUR VOTE IS IMPORTANT!
SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE VIA THE INTERNET, BY TELEPHONE OR BY MAIL
YOU MAY VOTE VIA THE INTERNET OR BY TELEPHONE. YOUR INTERNET OR TELEPHONE VOTE MUST BE RECEIVED BY 11:59 P.M. EASTERN DAYLIGHT TIME ON APRIL 22, 2025. IF YOU DO NOT VOTE VIA THE INTERNET OR TELEPHONE, THEN PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY. YOUR MAIL VOTE MUST BE RECEIVED NO LATER THAN APRIL 22, 2025.
If you have any questions, would like to request additional copies of proxy materials
or need assistance voting your proxy card, please contact Warrior Met Coal, Inc.’s proxy solicitor:
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Stockholders Call Toll-Free: (800) 278-2141
Email: hcc.info@investor.sodali.com
Please sign and date the proxy card below and fold and detach at the perforation before mailing.
| Warrior Met Coal, Inc. | Proxy Card |
The Board of Directors recommends a vote FOR the election of the five director nominees, FOR Proposal 2, FOR Proposal 3, and AGAINST Proposal 4. None of the proposals are conditioned on the approval of any other proposal.
| 1. MANAGEMENT PROPOSAL: To elect five director nominees to the Board of Directors. |
| For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||
| (1) J. Brett Harvey |
❑ | ❑ | ❑ | (2) Walter J. Scheller, III |
❑ | ❑ | ❑ | (3) Lisa M. Schnorr |
❑ | ❑ | ❑ | |||||||||||||||
| (4) Alan H. Schumacher |
❑ | ❑ | ❑ | (5) Stephen D. Williams |
❑ | ❑ | ❑ | |||||||||||||||||||
| 2. MANAGEMENT PROPOSAL: To approve, on an advisory basis, the compensation of the Company’s named executive officers. | ||||
| ❑ FOR | ❑ AGAINST | ❑ ABSTAIN | ||
| 3. MANAGEMENT PROPOSAL: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. | ||||
| ❑ FOR | ❑ AGAINST | ❑ ABSTAIN | ||
| 4. STOCKHOLDER PROPOSAL: To adopt a resolution requesting an assessment of the Company’s respect for the internationally recognized human rights of freedom of association and collective bargaining, if properly presented. | ||||
| ❑ FOR | ❑ AGAINST | ❑ ABSTAIN | ||
CONTINUED AND TO BE SIGNED ON REVERSE SIDE