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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Coterra Energy Inc | NYSE:CTRA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.75 | 2.76% | 27.91 | 28.67 | 27.765 | 28.64 | 11,386,229 | 01:00:00 |
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Filed by the Registrant ☒
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Filed by a party other than the Registrant ☐
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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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Sincerely,
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David J. Stetson
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Chairman and Chief Executive Officer
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1.
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The election of seven (7) directors nominated by our board of directors for a term of one year;
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2.
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Approving the amendment of our certificate of incorporation to replace stockholder supermajority approval requirements with majority
approval requirements;
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3.
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Increasing the number of shares of our common stock reserved for awards under our 2018 Long-Term Incentive Plan by 500,000 shares;
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4.
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Ratifying the appointment of RSM US LLP (“RSM”) as Alpha’s independent registered public accounting firm for the fiscal year ending
December 31, 2021; and
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5.
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Approving the Company’s executive compensation as reported in this Proxy Statement, on an advisory basis.
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By Order of the Board of Directors,
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David J. Stetson
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Chairman and Chief Executive Officer
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March 29, 2021
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We are providing these materials to you in connection with our Annual Meeting,
which will take place on April 29, 2021. Alpha’s board of directors is soliciting your “proxy,” which is your authorization for our representatives
to vote your shares as you direct. This Proxy Statement and the accompanying notice of the Annual Meeting describe the purposes of the meeting and,
along with your proxy card or voting instruction form and our 2020 Annual Report, provide the information you need to know to vote. Once given, your
proxy will be effective for the Annual Meeting and at any adjournment, postponement or continuation of that meeting.
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•
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this Proxy Statement, which also includes a letter from our Chairman and Chief Executive Officer and a Notice of Annual Meeting of
Stockholders;
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a proxy card or voting instruction form; and
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our 2020 Annual Report, which includes our audited 2020 financial statements.
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The Annual Meeting will be held via an interactive webcast on Thursday , April 29, 2021 at 10:00 a.m. Eastern time. To join the meeting webcast, go to www.VirtualShareholderMeeting.com/AMR2021 shortly before the meeting time and follow
the instructions. You will need the 16 digit control number on your proxy card to join the meeting.
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Alpha common stockholders of record as of the close of business on March 3,
2021, which our board of directors has determined to be the record date for the Annual Meeting, or their duly appointed proxies, may attend the
Annual Meeting.
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Owners of Alpha common stock as of the close of business on March 3, 2021,
which our board of directors has determined to be the record date for the Annual Meeting, are entitled to one vote per share owned as of that date.
There were 18,389,139 shares outstanding as of March 3, 2021.
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Each outstanding share of Alpha common stock entitles the holder to cast one
vote on each matter considered at the Annual Meeting. In the case of election of directors, each share entitles the holder to cast one vote for each
position to be filled. Cumulative voting is not permitted.
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What is the difference between holding
shares as a stockholder of record and as a beneficial owner?
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Most Alpha stockholders hold their shares through a broker, bank, or other
nominee (held “beneficially”, or “held in street name”) rather than directly in their own name (“of record”, also known as “registered holders”). As
summarized below, there are important distinctions between shares held of record and those owned beneficially.
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What items will be voted on at the meeting,
and how does the board recommend that I vote?
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1.
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The election of seven (7) directors nominated by our board of directors for a term of one year;
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2.
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Approving the amendment of our certificate of incorporation to replace stockholder supermajority approval requirements with majority
approval requirements;
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3.
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Increasing the number of shares of our common stock reserved for awards under our 2018 Long-Term Incentive Plan (the “2018 LTIP”) by
500,000 shares;
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4.
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Ratifying the appointment of RSM US LLP (“RSM”) as Alpha’s independent registered public accounting firm for the fiscal year ending
December 31, 2021; and
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5.
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Approving the Company’s executive compensation as reported in this Proxy Statement, on an advisory basis.
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Stockholders of record at the close of business on March 3, 2021 will be able
to attend the meeting, vote, and submit questions. The meeting will begin at 10:00 a.m. Eastern time on April 29, 2021. To join the meeting webcast,
go to www.VirtualShareholderMeeting.com/AMR2021 shortly before the meeting time and follow
the instructions. To join the meeting, you will need the 16 digit control number that appears on your proxy card, voting instruction form or other information from your nominee.
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1.
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Via the internet. You may vote your shares via the internet by following the instructions on
your proxy card. If you own your shares in “street name” or in a nominee account, you may place your vote through the internet by following the instructions provided by your broker, bank or other holder of record.
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2.
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By telephone. You may vote your shares by telephone by calling the toll-free telephone
number provided on your proxy card. If you own your shares in “street name” or in a nominee account, you may place your vote by telephone by following the instructions provided by your broker, bank or other holders of record.
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3.
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By mail. If you choose to vote by mail, simply mark your voting instructions on the proxy
card, and sign and date it and return it in the enclosed prepaid envelope. If you mail your proxy card, we must receive it before the polls close at the meeting.
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1.
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Submit voting instructions again by telephone or the internet. If you are registered holder,
you may vote again and the latter dated vote will revoke any previously submitted vote. If you are a “street name” holder, you must follow instructions found on the voting instruction card provided by your broker or other “street”
nominee, or contact your broker or other nominee in order to revoke your previously given proxy.
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2.
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Submit a new proxy card bearing a later date than the one you wish to revoke. A valid
later-dated proxy will automatically revoke any proxy previously submitted by you. We must receive your revised vote before the Annual Meeting begins.
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3.
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Write to Alpha’s Corporate Secretary, Roger L. Nicholson, at 340 Martin Luther King, Jr. Blvd., Bristol, Tennessee 37620 (overnight courier) or P.O. Box 848, Bristol, Tennessee 37621 (U.S. mail). Your letter should contain the name in which
your
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4.
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Attend the Annual Meeting and vote during the meeting. Attendance at the meeting will not by itself revoke a previously granted proxy. To alter your prior instructions, you must vote your shares during
the meeting.
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The board of directors has selected David J. Stetson, Roger L. Nicholson, and
William L. Phillips III, and each of them, to act as proxies with full power of substitution. All properly executed proxy cards delivered by
stockholders and not previously revoked will be voted at the Annual Meeting in accordance with the directions given. If no specific instructions are given with regard to the matters to be voted upon, the shares represented by a properly executed proxy card will be voted “FOR” all
proposals.
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Management knows of no other matters that may come before the Annual Meeting
for consideration by the stockholders. However, if any other matter properly comes before the Annual Meeting, the persons named as proxies will vote
upon such matters in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in accordance with
their best judgment.
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For business to be conducted at the Annual Meeting, a quorum constituting a
majority of the shares of Alpha common stock issued and outstanding and entitled to vote must be in attendance or represented by proxy.
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Delaware law, the New York Stock Exchange’s (“NYSE”) rules and regulations
and/or Alpha’s certificate of incorporation and bylaws govern the vote requirements applicable to each proposal.
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1.
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Election of directors. For each nominee, you may vote in favor of that nominee or withhold
your vote from that nominee. Each share of common stock may be voted for as many nominees as there are directors to be elected. Nominees will be elected by a plurality of the votes cast at the meeting. Stockholders may not cumulate their
votes. The nominees who receive the highest number of shares voted “for” their election are elected. Withheld votes will have no effect on the election of the nominees.
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2.
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Elimination of supermajority voting requirements. You may vote in favor of the proposal,
vote against the proposal or abstain from voting. The proposal will pass if approved by 66 2/3% of the total voting power of all outstanding securities of the Company and entitled to vote on the matter.
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3.
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Approval of reservation of additional shares under the 2018 LTIP. You may vote in favor of
the proposal, vote against the proposal or abstain from voting. The proposal will pass if approved by a majority of the shares present in person or represented by proxy and entitled to vote on the matter.
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4.
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Ratification of RSM’s appointment. You may
vote in favor of the proposal, vote against the proposal or abstain from voting. The proposal will pass if approved by a majority of the shares present in
person or represented by proxy and entitled to vote on the matter. The results of the vote will not be binding on the Company or the audit committee. However,
the audit committee, which is responsible for appointing the Company’s independent auditor, will take into account any significant vote against ratification of
its selection of RSM.
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5.
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Advisory approval of executive compensation as reported in this Proxy Statement. You may vote in favor of the proposal, vote against the proposal or abstain from voting. The advisory vote to approve the compensation
paid to our named executive officers as reported in this Proxy Statement will pass if approved by a majority of the shares present at the meeting or represented
by proxy and entitled to vote on the matter. As an advisory vote, your vote will not be binding on the Company or the board of directors. However, the
compensation committee of the board, which is responsible for designing and administering the Company’s executive compensation program, values the opinions of
our stockholders. To the extent there is any significant vote against the compensation paid to our named executive officers, the compensation committee will
evaluate whether any actions are necessary to address stockholders’ concerns when making future compensation decisions.
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The inspector of elections appointed by the board of directors for the Annual
Meeting will calculate affirmative votes, negative votes and abstentions. Under Delaware law, abstentions and broker non-votes will be counted as
shares that are present and entitled to vote for purposes of determining the presence of a quorum at the Annual Meeting. An abstention has the same
effect as a vote “against” a particular proposal except in the case of Proposal 1 (election of directors), for which abstentions are not an option.
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Preliminary voting results will be announced at the Annual Meeting.
Preliminary or final voting results will also be published in Alpha’s Current Report on Form 8-K, which will be filed with the
Securities and Exchange Commission (the “SEC”) on or about May 4 , 2021. Once it is
filed, you may receive a copy of the Current Report through the internet at www.alphametresources.com/investors or through EDGAR, the SEC’s electronic data system, at www.sec.gov . You may also receive a copy by contacting Alpha’s investor relations department at (423) 573-0300.
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If a nominee is unable to stand for election, the board of directors may either
reduce the number of directors to be elected or select a substitute nominee to stand for election. If a substitute nominee is selected to stand for
election, the proxy holders will vote your shares with respect to the substitute nominee in accordance with the voting instructions received for the
original nominee unless you change your vote as described above.
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It means that you have multiple accounts at the transfer agent and/or with
stockbrokers or other nominees. Please complete and provide your voting instructions for all proxy cards that you receive.
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Alpha bears the entire cost of soliciting proxies. Proxies will be solicited
principally through the internet, but may also be solicited personally or by mail, telephone, facsimile, or special letter by Alpha’s directors,
officers, and regular employees for no additional compensation. Alpha will reimburse banks, brokerage firms, and other custodians, nominees, and
fiduciaries for reasonable expenses incurred by them in sending proxy materials to their customers or principals who are the beneficial owners of
shares of common stock.
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Jason E. Whitehead
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Executive Vice President and Chief Operating Officer since August 2019
Age 43
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Jason E. Whitehead (43) has served as executive
vice president and chief operating officer of Alpha since August 2019. He was previously chief operating officer and senior vice president – operations for
Alpha Natural Resources Holdings, Inc. from July 2016 until November 2018, and as vice president – operations of Predecessor Alpha from November 2012.
Mr. Whitehead previously served in operations and operations-support roles, including executive roles, with Predecessor Alpha, Massey Energy Company and numerous
other coal companies. He also served as an operations consultant to Alpha from December 2018 through April 2019. Mr. Whitehead holds bachelor of science degrees
from Bluefield State College in civil engineering technology and architectural engineering technology and a master’s degree in business administration from the University
of Charleston.
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Kenneth S. Courtis
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Director since February 2021
Age 65
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Kenneth S. Courtis (65) has served as a director since February 2021. He has also
served as chairman of Starfort Investment Holdings since 2009. Mr. Courtis has over three decades of experience in corporate finance, investments, and virtually all aspects of the commodity sector. He previously served as vice chairman
and managing director of Goldman Sachs and as chief economist and investment strategist at Deutsche Bank Asia. Over the course of his career he has served on the board or advisory council for a number of leading international firms.
Mr. Courtis earned an undergraduate degree from Glendon College in Toronto and a Master’s degree in international relations from Sussex University in the United Kingdom. He earned a Master’s degree in business administration from the
European Institute of Business Administration, as well as a Doctorate degree with highest distinction from the Sciences Po, Paris. For these reasons, Alpha believes Mr. Courtis is qualified to serve as a director.
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Albert E. Ferrara, Jr.
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Director since July 2016
Age 71
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Albert E. Ferrara, Jr. (71) has served as a director since July 2016 and is chair
of the board’s audit committee. Mr. Ferrara has spent over forty years in the metals and related resource industry. He served in senior executive positions with AK Steel, including senior vice president finance and chief financial
officer, from 2003 until his retirement in 2013. Before joining AK Steel, Mr. Ferrara spent thirty years with United States Steel Corporation/USX Corporation in a variety of roles domestically and internationally, including senior vice
president - finance and treasurer. He has served since 2014 as a principal of Amelia Metals LLC, a consulting firm specializing in the metals and mining industries. Mr. Ferrara holds a bachelor of science in commerce with distinction and
a juris doctor degree, both from the University of Virginia. He has been licensed to practice law in the State of Pennsylvania. For these reasons, Alpha believes Mr. Ferrara is qualified to serve as a director.
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Elizabeth A. Fessenden
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Director since February 2021
Age 65
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Elizabeth A. Fessenden (65) has served as a director since February 2021
and is chair of the board’s safety, health and environmental committee. She is also member of the board and chair of the compensation committee of
Ampco-Pittsburgh Corporation, a public company. She previously served on the boards of several public, private and charitable organizations including Polymer
Group Inc. (now Berry Global Group, Inc.), where she chaired both the compensation and the nominating and corporate governance committees. Prior to board
service, Ms. Fessenden spent nearly three decades in corporate leadership roles at Alcoa, Inc., including as president of the flexible packaging division and
president of primary metals allied businesses. She also served in a number of operations roles, including plant manager, at Alcoa, Tenn. Ms. Fessenden earned
Bachelor’s and Master’s degrees in engineering as well as a Master’s degree in business administration, all from Clarkson University. For these reasons, Alpha believes Ms. Fessenden is qualified to serve as a director.
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Michael J. Quillen
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Lead Independent Director since November 2020
Age 72
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Michael J. Quillen (72) has served as lead independent director since
November 2020 and is chair of the board’s compensation committee. Mr. Quillen is also a director of Martin Marietta Materials, Inc. In addition to his board
involvement, Mr. Quillen manages Quillen Properties LLC and MJQ LLC and serves as an advisor on mining, energy, economic development, and transportation issues.
Over the course of his career, Mr. Quillen has held several executive roles in the mining industry including chief executive officer and chairman of the board
of Alpha Natural Resources, which he founded in 2002. Prior to Alpha, he was one of the founders of Whitehaven Coal Company, where he was a member of the board
and held senior leadership positions. Mr. Quillen served in a number of other senior roles including executive vice president of operations at American Metals
& Coal International and president of coal sales at Pittston Coal Company. Mr. Quillen earned a Bachelor’s degree and a Master’s degree, both in civil
engineering, from Virginia Polytechnic Institute and State University which awarded him the William H. Ruffner Medal, the university’s highest honor. For these reasons,
Alpha believes Mr. Quillen is qualified to serve as a director.
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Daniel D. Smith
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Director since February 2021
Age 68
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Daniel D. Smith (68) has served as a director since February 2021. He
previously served on the boards of directors of Blackhawk Mining, LLC, Patriot Coal Corporation and Corsa Coal Corp, as well as several professional boards
within the coal industry. Mr. Smith’s career with Norfolk Southern Corporation spanned more than three decades and a number of senior management roles. He
retired as senior vice president of energy and properties at Norfolk Southern in 2013 and previously held the roles of president of NS Development and president
of Pocahontas Land Corporation. He has been a licensed professional mining engineer. Mr. Smith earned a Bachelor’s degree in industrial engineering and
operations research from Virginia Polytechnic Institute and State University. For these reasons, Alpha believes Mr. Smith is qualified to serve as a director.
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providing leadership to the board;
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approving the schedule and agenda for board meeting(s) as well as information to be sent to the board, determining whether there are major risks which the board should focus upon at the meeting(s), and facilitating communication among the directors; and
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directing the calling of a special meeting of the board or of the independent members of the board.
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serving as the liaison between the independent members of the board and the chairman;
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presiding at all board meetings at which the chairman is not present, including executive sessions and meetings of non-management
directors and/or independent directors;
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approving the agendas for board meetings and the meeting schedule to assure that there is sufficient time for discussion of all
agenda items;
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reviewing information to be sent to the board;
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reviewing with the chairman whether there are major risks which the board should focus upon at such meetings;
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facilitating communication among the independent directors and with the chairman;
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directing the chief executive officer or corporate secretary to call a special meeting of the board or of the independent members of
the board;
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consulting and communicating directly with major stockholders, when requested by management and when it is appropriate to do so; and
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performing such other duties as may from time to time be delegated to the lead independent director by the board.
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reviews and discusses with management Alpha’s major financial risk exposures and steps that management has taken to monitor and control such exposures (including management’s risk assessment and risk management policies); and
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oversees procedures that management has established to monitor compliance with Alpha’s Code of Business Ethics (the “Code of Ethics”) to address any potential conflicts of interest and other matters addressed in the Code of Ethics and its related person transaction policy, which is described under “Review and Approval of Transactions with
Related Persons”.
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Audit
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Compensation
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Nominating and
Corporate Governance
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Safety, Health
and Environmental
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Kenneth S. Courtis
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M
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Albert E. Ferrara, Jr.
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C
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M
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Elizabeth A. Fessenden
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M
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C
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Michael J. Quillen
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C
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M
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Daniel D. Smith
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M
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M
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David J. Stetson
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M
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Scott D. Vogel
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M
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C
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(C)
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Committee chair
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(M)
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Committee member
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Committee
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Meetings
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Audit
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9
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Compensation
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20
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Nominating and Corporate Governance
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7
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Safety, Health and Environmental
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3
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Appointing and compensating our independent auditors, including authorizing their scope of work and approving any non-audit services
to be performed by them with respect to each fiscal year;
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Reviewing and discussing our annual audited and quarterly unaudited financial statements with our management and independent
auditors, as well as a report by the independent auditor describing the firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm, and
all relationships between us and the independent auditor; and
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Reviewing our financial press releases, as well as other financial information and earnings guidance, if given, provided to analysts and rating agencies.
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Reviewing and approving our executive compensation policies and practices, as well as the corporate goals and objectives relevant to
the compensation of our executive officers;
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Reviewing and approving the compensation, including salary, bonuses and benefits, paid to our executive officers, including any
employment agreements or similar arrangements;
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Reviewing director compensation and recommending to the board any proposed changes to that compensation;
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Evaluating the independence of any advisors retained by the compensation committee as required by law or rule and/or by such other
criteria as determined by the compensation committee;
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Reviewing and approving and, where required to do so, making recommendations to our board with respect to, cash incentive
compensation plans and equity-based plans, and administering those plans; and
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Delegating any or all of its responsibilities to a subcommittee consisting of one or more members of the compensation committee, when
appropriate and permitted by applicable legal and regulatory requirements.
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Developing and recommending governance policies and procedures for our board and monitoring compliance with our Corporate Governance
Guidelines;
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Considering questions of independence and possible conflicts of interest that may affect directors;
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Leading our board in its annual performance review;
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Making recommendations regarding the purpose, structure and operations of each of our board committees;
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Overseeing and approving a management continuity planning process; and
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Considering and recommending whether the board should accept any director resignations.
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The stockholder must have given timely written notice, in proper form, to the corporate secretary of the Company including, without
limitation, the stockholder’s name and address and information regarding the stockholder’s ownership of Alpha securities. The deadlines for providing notice to the Company of a proposed director nomination at our next annual meeting are
set forth in our bylaws and summarized in “Stockholder Proposals for the 2022 Annual Meeting”.
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The notice provided to the corporate secretary of the Company must include all information relating to a director nominee that would
be required to be disclosed in a proxy statement or other filing pursuant to Regulation 14A of the Exchange Act, including the nominee’s written consent to being named in the proxy statement as a director nominee and to serving as a
director if elected.
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The notice provided to the corporate secretary of the Company must include a reasonably detailed description of any compensatory,
payment or other financial agreement, arrangement or understanding that such person has with any other person or entity other than the Company including the amount of any payment or payments received or receivable thereunder, in each case
in connection with candidacy or service as a director of the Company.
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The notice provided to the corporate secretary of the Company must include, as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the proposal is made, the name and address of the stockholder (as they appear on the Company’s books) and the beneficial owner, for each class or series, the number of shares of capital stock of
the Company that are held of record or are beneficially owned by the stockholder and by the beneficial owner, and a representation that the stockholder is a holder of record of stock of the Company entitled to vote at the meeting and
intends to appear in person or by proxy at the meeting to bring the nomination or other business before the meeting.
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Alpha may also require that any proposed director nominee furnish such other information as may reasonably be required by the Company
to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.
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Respected within the industry and our markets;
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Proven leaders in the communities in which we do business;
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Experienced managers;
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Visionaries for the future of our business;
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Able to effectively handle crises and minimize risk;
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Dedicated to sound corporate governance;
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Diverse in geographic origin, gender, ethnic background, and professional experience; and
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Collegial.
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Senior leadership or operating experience;
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Public company risk management;
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Accounting and finance (including expertise that could qualify at least one director as an “audit committee financial expert”);
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Public company board service;
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Regulatory knowledge/expertise and familiarity with the natural resources industry;
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Safety, health and environmental issues;
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International markets;
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Business development/M&A experience and experience formulating corporate strategy;
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Risk management;
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Communications;
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Information Technology;
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Government relations; and
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Compensation/human resources issues.
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Position
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Annual Chair /
Lead Fee ($)
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Annual Member
Fee ($)
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Non-Employee Chairman of the Board
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100,000
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n/a
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Lead Independent Director if Employee Director is Chairman of the Board
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20,000
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n/a
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Audit Committee
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30,000
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10,000
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Compensation Committee
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20,000
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10,000
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Safety, Health and Environmental Committee
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15,000
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5,000
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Nominating and Corporate Governance Committee
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12,000
|
| |
5,000
|
|
|
Name
|
| |
Fees Earned
or Paid in Cash
($)(1)
|
| |
Stock Awards
($)(2)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(3)
|
| |
Total ($)
|
|
|
Albert E. Ferrara, Jr.
|
| |
182,000
|
| |
14,000
|
| |
—
|
| |
196,000
|
|
|
Michael J. Quillen(4)
|
| |
70,000
|
| |
89,640
|
| |
—
|
| |
159,640
|
|
|
Scott D. Vogel
|
| |
69,696
|
| |
131,798
|
| |
—
|
| |
201,494
|
|
|
Daniel J. Geiger
|
| |
193,250
|
| |
14,000
|
| |
86,000
|
| |
293,250
|
|
|
John E. Lushefski
|
| |
212,750
|
| |
14,000
|
| |
86,000
|
| |
312,750
|
|
|
Emily S. Medine
|
| |
166,250
|
| |
14,000
|
| |
86,000
|
| |
266,250
|
|
(1)
|
Reflects the annual cash retainer and additional cash retainers paid in connection with service as non-employee chair of the board,
lead independent director or chair or a member of a committee of our board, in each case, for service during our fiscal year ended December 31, 2020.
|
(2)
|
The values in this column are based on the aggregate grant date fair values of awards computed in accordance with Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification, (“ASC”) Topic 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”). The values set forth in this column relate to the following: (i) 3,665 RSUs granted on May 1, 2020,
to each of Messrs. Ferrara, Geiger, Lushefski, and Vogel and Ms. Medine in connection with their annual equity awards for the 2020 Compensation Year (each with a grant date fair value of $3.82 per share); (ii) 26,178 RSUs granted to
Mr. Vogel on May 1, 2020, which he elected to receive in lieu of his annual cash retainer for the 2020 Compensation Year (with a grant date fair value of $3.82 per share); (iii) 4,268 RSUs granted on March 11, 2020 to Mr. Vogel, which
reflected a pro-rata portion of his annual equity award for the 2019 Compensation
|
(3)
|
Reflects the accelerated vesting and payment of the cash portion of the annual award for the 2020 Compensation Year paid to Messrs.
Geiger, Lushefski and Ms. Medine upon their resignations from the board on November 20, 2020.
|
(4)
|
Mr. Quillen was appointed to the board on November 23, 2020.
|
|
Via Overnight Courier
|
| |
Via U.S. Mail
|
|
|
Board of Directors
Attn: Roger L. Nicholson, Secretary
Alpha Metallurgical Resources, Inc.
340 Martin Luther King, Jr. Blvd.
Bristol, Tennessee 37620
|
| |
Board of Directors
Attn: Roger L. Nicholson, Secretary
Alpha Metallurgical Resources, Inc.
P.O. Box 848
Bristol, Tennessee 37621
|
|
|
| |
Albert E. Ferrara, Jr., Chair
|
|
| |
Elizabeth A. Fessenden
|
|
| |
Scott D. Vogel
|
|
| |
Michael J. Quillen, Chair
|
|
| |
Albert E. Ferrara, Jr.
|
|
| |
Daniel D. Smith
|
•
|
David J. Stetson, Chief Executive Officer (“CEO”) and Director,
|
•
|
C. Andrew Eidson, President and Chief Financial Officer,
|
•
|
Jason Whitehead, Executive Vice President (“EVP”) and Chief Operating Officer,
|
•
|
Roger L. Nicholson, EVP, Chief Administration Officer (“CAO”), General Counsel and Secretary, and
|
•
|
Daniel E. Horn, who was named EVP, Sales on December 14, 2020.
|
•
|
Our executive compensation programs are administered by our compensation committee, which is composed of independent directors
appointed by our board. The compensation committee has the responsibility to review and approve executive and director compensation and ensure that our programs align with our policies and philosophies.
|
•
|
Variable compensation, both short- and long-term, comprises the majority of the compensation opportunities for our executive team.
Long-term compensation opportunity is emphasized over short-term opportunity to encourage executive retention and to align our executives’ interests with long-term results.
|
•
|
The Alpha Metallurgical Resources, Inc. Annual Incentive Bonus Plan (described in “2020 Annual
Bonuses” below) measures both financial and operational performance goals, with an emphasis on financial measures. All executives have identical goals, consistent with our belief in the importance of teamwork among our leadership
team. Pay for performance is emphasized through a plan design that includes a threshold performance level, with upside should performance exceed expectations, and by establishing maximum incentive payouts.
|
•
|
Long-term incentives are a significant component of our total reward program. The opportunity for executives to earn awards, over
time, aligns our executive team with
|
•
|
We use limited perquisites to enable us to attract and retain executive talent and further our business goals. These perquisites may include special arrangements (such as the Deferred Compensation Plan described in “Deferred Compensation” below) when existing tax-qualified retirement plans are subject to limitations on benefits under the Internal Revenue Code or when significant competitive gaps exist in comparison to our industry peers.
|
•
|
We believe our executives should own stock in the Company and have therefore adopted stock ownership guidelines applicable to our non-employee directors and executive officers.
|
•
|
Our severance and change in control policies generally include a double trigger payout approach and do not employ tax gross-ups (in the case of a change in control or otherwise).
|
|
Alliance Resource
Partners, L.P.
|
| |
Compass Minerals
International, Inc.
|
| |
TimkenSteel Corp.
|
|
|
Arch Resources, Inc.
|
| |
CONSOL Energy Inc.
|
| |
Tronox Holdings plc.
|
|
|
Carpenter Technology Corp.
|
| |
Peabody Energy Corp.
|
| |
Warrior Met Coal, Inc.
|
|
|
Cleveland-Cliffs Inc.
|
| |
Schnitzer Steel Industries, Inc.
|
| |
Worthington Industries, Inc.
|
|
|
Commercial Metals Co.
|
| |
Suncoke Energy, Inc.
|
| |
|
|
|
Compensation Element
|
| |
Description
|
| |
Form
|
| |
Objective
|
|
|
Base salary
|
| |
Fixed based on level of responsibility, experience, tenure and qualifications
|
| |
Cash
|
| |
Support talent attraction and retention
|
|
|
Annual Incentive Bonus
|
| |
Variable based on the achievement of annual financial, safety and environmental metrics
|
| |
Cash
|
| |
Link pay and performance
|
|
|
Drive the achievement of short-term business objectives
|
| |||||||||
|
Long-Term Incentive Awards
|
| |
Variable based on the achievement of longer-term goals and stockholder value creation
|
| |
RSUs and/or cash that vest ratably over a three-year period
|
| |
Support talent attraction and retention
|
|
|
PSUs and/or cash that vest at the end of a three-year performance period subject to the satisfaction
of relative total shareholder return, safety and production performance metrics
|
| |
Link pay and performance
|
| ||||||
|
Drive the achievement of longer-term business objectives
|
| |||||||||
|
Align NEO and stockholder interests
|
| |||||||||
|
Other Compensation and Benefits Programs
|
| |
Employee health, welfare and retirement benefits and deferred compensation
|
| |
Group medical benefits
|
| |
Support talent attraction and retention
|
|
|
Life and disability insurance
|
| |
Provide for tax-efficient retirement savings
|
| ||||||
|
401(k) plan participation
|
| |
Provide for supplemental retirement benefits
|
| ||||||
|
Deferred compensation plan
|
| |
|
|
|
|
| |
2020 Metric Goals
|
| |
2020 Performance
|
| |||||||||||||||
|
Performance Metric
|
| |
Weighting
|
| |
Threshold
Payout
(50%)
|
| |
Target
Payout
(100%)
|
| |
Maximum
Payout
(200%)
|
| |
Performance
|
| |
Payout as
% of
Target
|
| |
Aggregate
Target Bonus
% Earned
|
|
|
EBITDA(1)
|
| |
30.00%
|
| |
$73.92M
|
| |
$92.40M
|
| |
$153.24M
|
| |
$130.55M
|
| |
162.71%
|
| |
48.81%
|
|
|
Cost of Coal Sales per Ton Sold – Met(2)
|
| |
30.00%
|
| |
$84.24
|
| |
$78.50
|
| |
$73.72
|
| |
$70.54
|
| |
200.00%
|
| |
60.00%
|
|
|
Cost of Coal Sales per Ton Sold - Steam(2)
|
| |
10.00%
|
| |
$50.96
|
| |
$47.00
|
| |
$43.65
|
| |
$40.55
|
| |
200.00%
|
| |
20.00%
|
|
|
Safety – NFDL(3)
|
| |
20.00%
|
| |
2.51
|
| |
2.28
|
| |
2.05
|
| |
2.18
|
| |
143.48%
|
| |
28.70%
|
|
|
Environmental Compliance(4)
|
| |
10.00%
|
| |
85
|
| |
65
|
| |
55
|
| |
32
|
| |
200.00%
|
| |
20.00%
|
|
|
Total
|
| |
100%
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
177.51%
|
|
(1)
|
AIB EBITDA was $130.55 million in 2020 under the formula adopted by the compensation committee and, as
|
(2)
|
AIB Cost of Coal Sales per Ton Sold was $70.54 for metallurgical coal sales and $40.55 for steam coal sales in 2020 under the formula
adopted by the compensation committee and, as a result, the maximum performance goal was achieved on both metrics, resulting in maximum payout. AIB Cost of Coal Sales per Ton Sold was calculated as follows: Weighted Average 2020 Cost of
Coal Sales per Ton Sold, excluding the following (i) AIB, OIB, stock compensation and sales related expenses, (ii) Impairment of tangible and intangible assets and related charges, (iii) Gains or Losses associated with ARO or idled
assets, (iv) Costs, Revenues, Gains or Losses associated with board approved future and completed business combinations, reorganizations and/or restructuring programs (including severance/separation costs), (v) Costs, Revenues, Gains or
Losses associated with coal purchased from third parties, and (vi) Extraordinary, unusual, infrequent or non-recurring items not encompassed in the above exclusions, as determined by the board.
|
(3)
|
AIB Non-Fatal Days Lost (“NFDL Rate”) was 2.18 in 2020 and, as result, the target performance goal was achieved, resulting in above
payout pursuant to the NFDL metric. NFDL Rate is a standard established by the Mine Safety and Health Administration and is widely used by coal companies to judge their safety performance.
|
(4)
|
AIB Environmental Compliance, which is measured by the total number of water quality exceedances, excluding selenium, was 32 in 2020
under the formula adopted by the compensation committee and, as result, the target performance goal was achieved, resulting in above payout pursuant to this metric.
|
|
Officer
|
| |
2020 Base
Salary ($)
|
| |
2020 Annual
Target
Bonus
Opportunity
(as a % of
base salary)
|
| |
2020 Target
Bonus ($)
|
| |
2020 Actual
Performance
as a %
of Target
Bonus
|
| |
2020 AIB
Bonus ($)
|
|
|
David J. Stetson
|
| |
950,000
|
| |
125%
|
| |
1,187,500(1)
|
| |
177.51%
|
| |
2,107,899(2)
|
|
|
C. Andrew Eidson
|
| |
570,000
|
| |
100%
|
| |
570,000(1)
|
| |
177.51%
|
| |
1,011,792(2)
|
|
|
Jason E. Whitehead
|
| |
617,500
|
| |
100%
|
| |
617,500(1)
|
| |
177.51%
|
| |
1,096,108 (2)
|
|
|
Officer
|
| |
2020 Base
Salary ($)
|
| |
2020 Annual
Target
Bonus
Opportunity
(as a % of
base salary)
|
| |
2020 Target
Bonus ($)
|
| |
2020 Actual
Performance
as a %
of Target
Bonus
|
| |
2020 AIB
Bonus ($)
|
|
|
Roger L. Nicholson
|
| |
475,000
|
| |
100%
|
| |
475,000(1)
|
| |
177.51%
|
| |
843,160(2)
|
|
|
Daniel E. Horn
|
| |
380,000
|
| |
75%
|
| |
285,000(1)
|
| |
177.51%
|
| |
505,896(2)
|
|
(1)
|
Target Bonus was paid on December 18, 2020.
|
(2)
|
Remaining 2020 AIB Bonus was paid on March 12, 2021 based on the difference between the final calculated 2020 AIB and the Target Bonus
already paid on December 18, 2020.
|
|
Name and
Principal Position
|
| |
Fiscal
Year
|
| |
Salary
($) (1)
|
| |
Bonus
($) (2)
|
| |
Stock
Awards
($) (3)
|
| |
Option
Awards
($)
|
| |
Non-Equity
Incentive Plan
Compensation
($) (4)
|
| |
Change in
Pension Value
and Non-
qualified
Deferred
Compensation
Earnings
($) (5)
|
| |
All Other
Compen-
sation
($) (6)
|
| |
Total
|
|
|
David J. Stetson
Chief Executive Officer
|
| |
2020
|
| |
968,222
|
| |
—
|
| |
3,291,267
|
| |
—
|
| |
2,107,899
|
| |
—
|
| |
44,511
|
| |
6,411,899
|
|
|
2019
|
| |
411,933
|
| |
450,000
|
| |
1,252,083
|
| |
—
|
| |
—
|
| |
—
|
| |
50,067
|
| |
2,164,083
|
| |||
|
C. Andrew Eidson
President and Chief Financial Officer
|
| |
2020
|
| |
484,060
|
| |
—
|
| |
406,128
|
| |
—
|
| |
1,011,792
|
| |
—
|
| |
15,865
|
| |
1,917,845
|
|
|
2019
|
| |
500,000
|
| |
600,000
|
| |
784,789
|
| |
—
|
| |
300,000
|
| |
—
|
| |
13,360
|
| |
2,198,149
|
| |||
|
2018
|
| |
500,000
|
| |
1,000,000
|
| |
749,925
|
| |
—
|
| |
698,205
|
| |
96,414
|
| |
22,000
|
| |
3,066,544
|
| |||
|
Jason E. Whitehead
EVP and Chief Operating Officer
|
| |
2020
|
| |
530,554
|
| |
—
|
| |
385,822
|
| |
—
|
| |
1,096,108
|
| |
—
|
| |
13,330
|
| |
2,025,814
|
|
|
2019
|
| |
151,635
|
| |
—
|
| |
—
|
| |
—
|
| |
108,300
|
| |
—
|
| |
22,122
|
| |
282,057
|
| |||
|
Roger L. Nicholson
EVP, Chief Administrative Officer, General Counsel and
Secretary (8)
|
| |
2020
|
| |
435,670
|
| |
—
|
| |
365,517
|
| |
—
|
| |
843,160
|
| |
—
|
| |
19,951
|
| |
1,664,298
|
|
|
2019
|
| |
8,654
|
| |
—
|
| |
—
|
| |
—
|
| |
21,600
|
| |
—
|
| |
347
|
| |
30,601
|
| |||
|
Daniel E. Horn
EVP, Sales
|
| |
2020
|
| |
329,319
|
| |
219,195
|
| |
92,393
|
| |
—
|
| |
505,896
|
| |
—
|
| |
24,827
|
| |
1,171,630
|
|
(1)
|
The values set forth in this column reflect the salaries paid for the applicable fiscal year. For the fiscal year ending December 31,
2019, this column represents the salaries paid for the period of July 29, 2019 to December 31, 2019 for Mr. Stetson, and the period of August 14, 2019 to December 31, 2019 for Mr. Whitehead and the period of December 2, 2019 to December
31, 2019 for Mr. Nicholson. Mr. Stetson joined the Company as chief executive officer effective July 29, 2019, Mr. Whitehead joined the Company as chief operating officer effective August 14, 2019 and Mr. Nicholson joined the Company as
general counsel effective December 2, 2019.
|
|
Amounts in 2019 for Mr. Stetson also include $46,548 in respect of his annual cash retainer and fees paid in connection with his
service as a non-employee director from January 2019 through April 2019.
|
(2)
|
For 2020, the values set forth in this column reflect cash retention awards of $105,400 and $113,795 paid to Mr. Horn on December 18,
2020. For 2019, the values set forth in this column reflect a special retention bonus paid to Mr. Eidson and a discretionary bonus paid to Mr. Stetson.
|
(3)
|
The values set forth in this column reflect the aggregate grant date fair value of awards (which for PSUs, is based on target and
excludes the effect of estimated forfeitures) computed in accordance with FASB ASC Topic 718. These amounts, which do not correspond to the actual value that may be realized by our NEOs, were calculated using the valuation assumptions
discussed in the “Share-Based Compensation” footnote to the financial statements in our 2020 Annual Report. For 2020, the values set forth in this column reflect grants on February 18, 2020 of (i) PSUs to Mr. Stetson with a grant date
fair value of $6.36 per share for the safety and production components and a grant date fair value of $8.53 per share for the rTSR performance component, and (ii) RSUs granted to our NEOs other than the CEO with a grant date fair value of
$6.36 per share. Assuming maximum achievement of performance conditions, the value of Mr. Stetson’s PSUs at the grant date was $4,508,614. Mr. Stetson’s PSUs were voluntarily cancelled in January 2021 and (iii) the rTSR component of the
performance-based cash awards granted to our NEOs other than the CEO with a grant date fair value of $0.8245 (the safety and production components of the awards will be reported in the Non-Equity Incentive Plan Compensation column if and
when they are earned at the end of the performance period).
|
(4)
|
The values set forth in this column represent annual bonuses earned under our Bonus Plan in respect of 2020 performance based on
achievement of the performance metrics described under “2020 Annual Bonuses”.
|
(5)
|
The values set forth in this column represent deferred compensation earnings earned based upon eligible compensation earned during the
year under the Deferred Compensation Plan. For 2019 and 2020, there were no above-mark or preferential earnings on non-qualified deferred compensation.
|
(6)
|
The values set forth in this column include for 2020 (i) employer 401(k) contributions for Messrs. Stetson and Eidson of $11,400 each
and for Whitehead ($8,114), Nicholson ($4,667) and Horn ($5,669), (ii) employer
|
|
|
| |
|
| |
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards(1)
|
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards(2)
|
| |
All Other
Stock Awards:
Number
of Shares
of Stock
or Units(3)
(#)
|
| |
Grant Date
Fair Value
of Stock and
Option
Awards(4)
($)
|
| ||||||||||||
|
Name
|
| |
Grant Date
|
| |
Minimum
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Minimum
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| ||||||
|
David J. Stetson
|
| |
—
|
| |
593,750
|
| |
1,187,500
|
| |
2,375,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
75,699
|
| |
151,398
|
| |
302,796
|
| |
—
|
| |
962,891
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
75,699
|
| |
151,397
|
| |
302,794
|
| |
—
|
| |
1,291,416
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
163,044
|
| |
1,036,960
|
| |||
|
C. Andrew Eidson
|
| |
—
|
| |
285,000
|
| |
570,000
|
| |
1,140,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2/18/2020
|
| |
210,097
|
| |
210,097
|
| |
210,097
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/18/2020
|
| |
162,500
|
| |
325,000
|
| |
650,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
162,500
|
| |
325,000
|
| |
650,000
|
| |
—
|
| |
267,963
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
21,724
|
| |
138,165
|
| |||
|
Jason E. Whitehead
|
| |
—
|
| |
308,750
|
| |
617,500
|
| |
1,235,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2/18/2020
|
| |
199,591
|
| |
199,591
|
| |
199,591
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/18/2020
|
| |
154,375
|
| |
308,700
|
| |
617,500
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
154,375
|
| |
308,750
|
| |
617,500
|
| |
—
|
| |
254,564
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
20,638
|
| |
131,258
|
| |||
|
Roger L. Nicholson
|
| |
—
|
| |
237,500
|
| |
475,000
|
| |
950,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2/18/2020
|
| |
189,085
|
| |
189,085
|
| |
189,085
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/18/2020
|
| |
146,250
|
| |
292,500
|
| |
585,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
146,250
|
| |
292,500
|
| |
585,000
|
| |
—
|
| |
241,166
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
19,552
|
| |
124,351
|
| |||
|
Daniel E. Horn
|
| |
—
|
| |
142,500
|
| |
285,000
|
| |
570,000
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
2/18/2020
|
| |
47,799
|
| |
47,799
|
| |
47,799
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/18/2020
|
| |
36,969
|
| |
73,938
|
| |
147,875
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
36,969
|
| |
73,938
|
| |
147,875
|
| |
—
|
| |
60,962
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,942
|
| |
31,431
|
|
(1)
|
The amounts in the first row of this column reflect the range of the annual bonuses under our Bonus Plan that our NEOs were
potentially eligible to earn in respect of performance in 2020 as described under “2020 Annual Bonuses”. The second row in this column for each of the NEOs excluding Mr. Stetson reflects the
time-based cash awards granted on February 18, 2020 under the 2018 LTIP that are scheduled to vest, subject to continued employment with us, on February 18, 2023. The third row in this column for each of the NEOs excluding Mr. Stetson
reflects the performance-based cash awards subject to safety and production metrics granted on February 18, 2020 under the 2018 LTIP for which the actual amount that will be payable, subject to continued employment with us, will not be
determinable until the close of the three-year vesting performance period ending on December 31, 2022.
|
(2)
|
For Mr. Stetson, this column reflects the number of shares of common stock subject to PSUs granted on February 18, 2020 under the 2018
LTIP. The first row reflects the portion of the award subject to safety and production metrics and the second row reflects the portion of the award subject to rTSR. For all other NEOs, the amounts in this column reflect the
performance-based cash awards subject to the rTSR metric granted on February 18, 2020 under the 2018 LTIP. In each case, the minimum future payout is 50% and the maximum is 200% with interpolation in between. The payout of the portion
subject to rTSR is capped at
|
(3)
|
This column shows the number of shares of common stock underlying RSUs granted on February 18, 2020 under the 2018 LTIP that are
scheduled to vest, subject to continued employment, in equal installments on each of February 18, 2021, 2022 and 2023.
|
(4)
|
The grant date fair value calculations are computed in accordance with FASB ASC Topic 718, based upon the valuation assumptions
discussed in the “Share-Based Compensation” footnote to the financial statements in our 2020 Annual Report.
|
|
|
| |
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Officer
|
| |
Grant Date
|
| |
Numbers of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
| |
Numbers of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
| |
Option
Exercise
Price
($)
|
| |
Option
Expiration
Date
|
| |
Number of
Shares or
Units of
Stock
That
Have Not
Vested (1)
(#)
|
| |
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested (2)
($)
|
| |
Number of
Unearned
Performance
Share Units
That
Have Not
Vested (3)
(#)
|
| |
Market or
Payout Value
of Unearned
Performance
Share Units
That
Have Not
Vested (4)
($)
|
|
|
David J. Stetson
|
| |
7/29/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
21,800
|
| |
247,866
|
| |
—
|
| |
—
|
|
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
163,044
|
| |
1,853,810
|
| |
—
|
| |
—
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
302,795
|
| |
3,442,779
|
| |||
|
C. Andrew Eidson
|
| |
3/7/2017
|
| |
13,479
|
| |
—
|
| |
66.13
|
| |
3/7/2027
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
11/12/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
6,669
|
| |
75,827
|
| |
—
|
| |
—
|
| |||
|
2/9/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
7,829
|
| |
89,016
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
21,724
|
| |
247,002
|
| |
—
|
| |
—
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
325,000
|
| |||
|
Jason E. Whitehead
|
| |
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
20,638
|
| |
234,654
|
| |
—
|
| |
—
|
|
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
308,750
|
| |||
|
Roger L. Nicholson
|
| |
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
19,552
|
| |
222,306
|
| |
—
|
| |
—
|
|
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
292,500
|
| |||
|
Daniel E. Horn
|
| |
11/12/2018
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
809
|
| |
9,198
|
| |
—
|
| |
—
|
|
|
2/9/2019
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,425
|
| |
16,202
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
4,942
|
| |
56,191
|
| |
—
|
| |
—
|
| |||
|
2/18/2020
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
73,938
|
|
(1)
|
The remaining vesting tranches of Mr. Stetson’s July 29, 2019 RSUs vest in equal installments on July 29, 2021 and 2022. The remaining
vesting tranches of Mr. Eidson’s and Mr. Horn’s RSUs granted on November 12, 2018 vest in equal installments on each of February 9, 2021 and 2022. The RSUs granted to each of the NEOs on February 18, 2020 (excluding Mr. Stetson) vest in
equal installments on each of February 18, 2021, 2022 and 2023. In January 2021, the vesting terms of Mr. Stetson’s 2020 RSUs, which were scheduled to service-vest in equal installments over a three-year period from the grant date, were
modified to provide that the remaining two-thirds of the award will vest on the second anniversary of the grant date.
|
(2)
|
The market value calculations reported in this column are computed by multiplying $11.37, the closing market price per share of our
common stock on December 31, 2020, by the number of shares or units underlying the award, respectively.
|
(3)
|
Mr. Stetson’s PSUs were granted on February 18, 2020 for the 2020-2022 performance period and assume target achievement of performance
goals. In January 2021, Mr. Stetson’s PSUs were cancelled. Mr. Eidson’s and Mr. Horn’s PSUs were granted on February 9, 2019 for the 2019-2021 performance period and assume target achievement of performance goals. Any payments under these
performance share units will be determined based on actual performance through 2021.
|
(4)
|
The market value calculations reported in this column are computed by multiplying $11.37, the closing market price per share of our
common stock on December 31, 2020, by the number of units underlying the award. See “Long-Term Incentive Awards” for a description of how payouts for PSUs are determined. If earned, the awards will
be paid after the end of the 2019-2021 and 2020-2022 performance periods in unrestricted shares of common stock.
|
|
For NEOs other than Mr. Stetson, the market value is the target value of the rTSR component of the performance-based cash awards that
were granted on February 18, 2020 for the 2020-2022 performance period (assuming target achievement of performance goals). Any payments under these performance-based cash awards will be determined based on actual performance through 2022.
|
|
|
| |
Option Awards
|
| |
Stock Awards(1)
|
| ||||||
|
Name
|
| |
Numbers of Shares
Acquired on Exercise
(#)
|
| |
Value Realized
on Exercise
($)
|
| |
Number of Shares
Acquired on Vesting
(#)
|
| |
Value Realized
on Vesting
($)
|
|
|
David J. Stetson
|
| |
—
|
| |
—
|
| |
10,900
|
| |
39,458
|
|
|
C. Andrew Eidson
|
| |
—
|
| |
—
|
| |
23,507
|
| |
103,428
|
|
|
Jason E. Whitehead
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Roger L. Nicholson
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Daniel E. Horn
|
| |
—
|
| |
—
|
| |
1,657
|
| |
19,004
|
|
(1)
|
The value of the stock awards realized upon vesting is based on the closing price per share of our common stock on the vesting date.
|
|
Name
|
| |
Executive
Contributions
in Last fiscal
year
($)
|
| |
Registrant
Contributions
in Last fiscal
year
($)(1)
|
| |
Aggregate
Earnings in
Last fiscal
year
($)(2)
|
| |
Aggregate
Withdrawals/
Distributions
($)
|
| |
Aggregate
Balance at
Last FYE
($)(3)
|
|
|
David J. Stetson
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
C. Andrew Eidson
|
| |
—
|
| |
—
|
| |
3,511
|
| |
—
|
| |
148,208
|
|
|
Jason E. Whitehead
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Roger L. Nicholson
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Daniel E. Horn
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
(1)
|
The Company did not make any contributions to the Deferred Compensation Plan for the 2020 plan year.
|
(2)
|
Amounts reflect interest credited to NEOs’ accounts during 2020.
|
(3)
|
Amounts reported in this column were reported as compensation to the NEOs in the Summary Compensation Table for previous years.
|
•
|
an amount equal to two times base salary as in effect at termination plus two times his annual target bonus for the year in which the termination occurs, payable in equal installments for 24 months following the date of termination;
|
•
|
service-vesting of outstanding equity awards on a pro rata basis, based on the period of time that Mr. Stetson was employed during the applicable vesting period for such tranche, with any such awards that are also subject to performance-vesting conditions remaining outstanding subject to the achievement of the applicable performance goals as provided under the terms of the applicable award agreement; and
|
•
|
the payment by the Company for Consolidated Omnibus Budget Reconciliation Act (“COBRA”) health and dental insurance premiums and life insurance premiums for Mr. Stetson and his dependents until the earliest of Mr. Stetson obtaining the age of 65, the date he becomes eligible to participate in another employer’s group health plan and 18 months following the date of termination.
|
•
|
an amount equal to two and one-half times base salary as in effect at termination plus two and one-half times his annual target bonus, as applicable, for the year in which the termination occurs,
payable in equal installments for 30 months following the date of termination;
|
•
|
service-vesting of all equity awards with any such awards that are also subject to performance-vesting conditions remaining outstanding subject to the achievement of the applicable performance goals;
|
•
|
a lump sum cash payment of the pro rata share of his annual bonus, based on target performance, for the year of termination; and
|
•
|
the COBRA Benefits and Life Insurance Benefits.
|
|
|
| |
Qualifying Termination not in Connection with a Change in
Control ($)
|
| |
Qualifying Termination in Connection with a Change in
Control ($)
|
| ||||||||||||||||||||||||
|
Name
|
| |
Cash
Severance
($)
|
| |
Value of
Equity
& Cash
Award
Acceleration(1)
($)
|
| |
Pro-Rata
Bonus
($)
|
| |
Outplace
ment
Services
($)
|
| |
COBRA
Benefits
and Life
Insurance
Benefits
($)
|
| |
Cash
Severance
($)
|
| |
Value of
Equity &
Cash
Award
Acceleration(1)
($)
|
| |
Pro-
Rata
Bonus
($)
|
| |
Outplace
ment
Services
($)
|
| |
COBRA
Benefits
and Life
Insurance
Benefits
($)
|
|
|
David J. Stetson
|
| |
4,275,000
|
| |
1,131,320
|
| |
1,187,500
|
| |
—
|
| |
35,582
|
| |
5,343,750
|
| |
2,101,676
|
| |
1,187,500
|
| |
—
|
| |
35,582
|
|
|
C. Andrew Eidson
|
| |
1,710,000
|
| |
528,991
|
| |
570,000
|
| |
15,000
|
| |
45,041
|
| |
2,280,000
|
| |
528,991
|
| |
570,000
|
| |
15,000
|
| |
45,041
|
|
|
Jason E. Whitehead
|
| |
1,852,000
|
| |
388,153
|
| |
617,500
|
| |
15,000
|
| |
45,377
|
| |
2,470,000
|
| |
388,153
|
| |
617,500
|
| |
15,000
|
| |
45,377
|
|
|
Roger L. Nicholson
|
| |
1,425,000
|
| |
367,725
|
| |
475,000
|
| |
15,000
|
| |
44,496
|
| |
1,900,000
|
| |
367,725
|
| |
475,000
|
| |
15,000
|
| |
44,496
|
|
|
Daniel E. Horn
|
| |
997,500
|
| |
111,159
|
| |
285,000
|
| |
15,000
|
| |
30,249
|
| |
1,330,000
|
| |
111,159
|
| |
285,000
|
| |
15,000
|
| |
30,249
|
|
(1)
|
The values set forth in these columns for Mr. Stetson exclude his 2020 PSUs that were forfeited and cancelled in January 2021. The
value of Mr. Stetson’s equity award acceleration including the 2020 PSUs is $2,278,917 due to a qualifying termination not in connection with a change in control and $5,544,455 due to a qualifying termination in connection with a change
in control.
|
•
|
Prior to entering into a covered transaction, notice will be given to our general counsel of the facts and circumstances of the
proposed transactions including (i) the related person’s relationship to us and interest in the transaction, (ii) material facts of the proposed transaction (including proposed aggregate value or, in the case of indebtedness, amount of
principal that is involved), (iii) benefits to us of the proposed transaction, (iv) if applicable, the availability of other sources of
|
•
|
If our general counsel determines that the proposed transaction is a related person transaction, the proposed transaction will be submitted to our audit committee for consideration at the next committee meeting or, in those instances in which our general counsel, in consultation with our chief executive officer, determines that it is not practicable or desirable for us to wait until the next committee meeting, to our
chairman of the audit committee (who possesses delegated authority to act between committee meetings).
|
•
|
Our chairman of the audit committee or our audit committee, as applicable, will consider the facts and circumstances of the proposed transaction. After our chairman of the audit committee or our audit committee, as applicable, makes a determination regarding the proposed transaction, such decision will be conveyed to our general counsel who will communicate the decision to the appropriate persons at Alpha. In the event our chairman of the audit committee reviews the proposed transaction and makes a decision with respect thereto, he or she will report the same to our audit committee at its next meeting.
|
•
|
If the transaction is pending or ongoing, it will be submitted to our chairman of the audit committee or audit committee, as
applicable, who will consider all of the facts and circumstances and, based on that review, evaluate all options including ratification, amendment or termination of such transaction.
|
•
|
If the transaction is completed, our chairman of the audit committee or audit committee, as applicable, will evaluate the transaction
to determine if rescission of the transaction or disciplinary action is appropriate and will request our general counsel to evaluate our controls and procedures to ascertain the reason the transaction was not submitted in accordance with
the approval procedures described above and whether any changes to those procedures are recommended.
|
•
|
each person who is known by us to own beneficially more than 5% of our common stock;
|
•
|
each member of our board of directors and each of our NEOs; and
|
•
|
all members of our board of directors and our executive officers as a group.
|
|
Name of Beneficial Owner
|
| |
Number of
Shares Owned(1)
|
| |
Right to
Acquire(2)
|
| |
Total
|
| |
Percentage
|
|
|
Davidson Kempner Partners(3)
520 Madison Avenue, 30th Floor, New York, NY 10022
|
| |
1,803,285
|
| |
—
|
| |
1,803,285
|
| |
9.8%
|
|
|
Blackrock, Inc.(4)
55 East 52nd Street New York, NY 10055
|
| |
1,465,696
|
| |
—
|
| |
1,465,696
|
| |
8.0%
|
|
|
Highbridge Capital Management(5)
277 Park Avenue, 23rd Floor, New York, NY 10172
|
| |
1,274,368
|
| |
82,719
|
| |
1,357,087
|
| |
7.4%
|
|
|
Percy Rockdale LLC(6)
c/o Christopher P. Davis, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C., 500 Fifth Avenue, New
York, New York 10110
|
| |
1,062,256
|
| |
85
|
| |
1,062,341
|
| |
5.8%
|
|
|
Morgan Stanley(7)
1585 Broadway New York, NY 10036
|
| |
1,021,597
|
| |
—
|
| |
1,021,597
|
| |
5.6%
|
|
|
David J. Stetson
|
| |
104,869
|
| |
—
|
| |
104,869
|
| |
*
|
|
|
C. Andrew Eidson(8)
|
| |
21,718
|
| |
13,479
|
| |
35,197
|
| |
*
|
|
|
Daniel E. Horn
|
| |
2,025
|
| |
—
|
| |
2,025
|
| |
*
|
|
|
Roger L. Nicholson
|
| |
7,230
|
| |
—
|
| |
7,230
|
| |
*
|
|
|
Jason E. Whitehead
|
| |
16,492
|
| |
—
|
| |
16,492
|
| |
*
|
|
|
Kenneth S. Courtis(9)
|
| |
888,205
|
| |
301
|
| |
888,506
|
| |
4.8%
|
|
|
Albert E. Ferrara, Jr(10)
|
| |
1,774
|
| |
14,578
|
| |
16,352
|
| |
*
|
|
|
Elizabeth A. Fessenden(9)
|
| |
—
|
| |
301
|
| |
301
|
| |
*
|
|
|
Scott D. Vogel(11)
|
| |
6,768
|
| |
29,843
|
| |
36,611
|
| |
*
|
|
|
Michael J. Quillen(12)
|
| |
—
|
| |
6,640
|
| |
6,640
|
| |
*
|
|
|
Daniel D. Smith(9)
|
| |
—
|
| |
301
|
| |
301
|
| |
*
|
|
|
All Executive Officers and Directors as a Group (11 persons)
|
| |
1,049,081
|
| |
65,443
|
| |
1,114,524
|
| |
6.1%
|
|
*
|
Less than 1% of shares outstanding
|
(1)
|
The shares of our common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of
beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power, which includes the power to vote, or direct the voting of, such
security, or investment power, which includes the power to dispose of, or to direct the disposition of, such security. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be
deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with
respect to the indicated shares of common stock.
|
(2)
|
Under the regulations of the SEC, a person is also deemed to be a beneficial owner of any securities of which that person has a right
to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage.
The numbers in this column include shares of common stock issuable pursuant to options exercisable as of or within 60 days of March 3, 2021,
|
(3)
|
The information for Davidson Kempner Partners (“DK”) and certain affiliated persons is based solely on information furnished in the
Schedule 13G/A filed by DK with the SEC on February 13, 2020.
|
(4)
|
The information for Blackrock, Inc. (“Blackrock”) and certain affiliated persons is based solely on the Schedule 13G/A filed by
Blackrock with the SEC on January 21, 2021.
|
(5)
|
The information for Highbridge Capital Management (“Highbridge”) and certain affiliated persons is based solely on information
furnished in the Schedule 13G/A filed by Highbridge with the SEC on February 12, 2021.
|
(6)
|
The information for Percy Rockdale LLC and certain affiliated persons is based solely on information furnished in the Schedule 13D/A
filed by Percy Rockdale with the SEC on November 2, 2020.
|
(7)
|
The information for Morgan Stanley and certain affiliated persons is based solely on information furnished in the Schedule 13G/A filed
by Morgan Stanley with the SEC on February 10, 2021.
|
(8)
|
Includes 13,479 shares of common stock issuable to Mr. Eidson pursuant to options exercisable as of or within 60 days of March 3,
2021.
|
(9)
|
Includes 301 shares of common stock underlying RSUs granted to each Ms. Fessenden, Mr. Smith and Mr. Courtis that vest as of or within
60 days of March 3, 2021.
|
(10)
|
Includes 3,665 shares of common stock underlying RSUs granted to Mr. Ferrara that vest as of or within 60 days of March 3, 2021. This
number also includes 10,913 shares of common stock underlying RSUs that have vested but have been deferred until separation from service.
|
(11)
|
Includes 29,843 shares of common stock underlying RSUs granted to Mr. Vogel that vest as of or within 60 days of March 3, 2021 and
will be deferred until the earlier of May 2, 2023 or separation from service.
|
(12)
|
Includes 6,640 shares of common stock underlying RSUs granted to Mr. Quillen that vest as of or within 60 days of March 3, 2021 and
will be deferred until separation from service.
|
|
Kenneth S. Courtis
|
| |
Albert E. Ferrara, Jr.
|
|
|
Elizabeth A. Fessenden
|
| |
Michael J. Quillen
|
|
|
Daniel D. Smith
|
| |
David J. Stetson
|
|
|
Scott D. Vogel
|
|
•
|
No evergreen provision. The 2018 LTIP provides for a specific number of Shares available for
awards and does not contain an annual or automatic increase in the number of available Shares.
|
•
|
Non-employee director limits. The 2018 LTIP provides that no non-employee director may be
granted in any one fiscal year (i) an award denominated in Shares in excess of 34,285 Shares (or, if greater, in the case of full value awards, with an aggregate fair market value of $300,000) or (ii) an award denominated in cash in
excess of $150,000.
|
•
|
No discount options. Stock options or stock appreciation rights (“SARs”) may not be granted
or awarded with a then-established exercise price of less than the fair market value of a Share on the grant date.
|
•
|
No repricing. The repricing of stock options
and SARs is prohibited without shareholder approval. This prohibition applies both to repricings that involve lowering the exercise price of a stock option or
SAR as well as repricings that are accomplished by canceling an existing award and replacing it with a lower-priced award.
|
•
|
Clawback feature. Awards under the 2018 LTIP
may be subject to deduction, repayment or clawback as may be required under any applicable Company policy or by law, regulation or stock exchange listing
requirement.
|
•
|
No “liberal” share accounting. Shares withheld
to pay the exercise price of stock options or that are covered by a SAR settled in Shares will not be added back into the 2018 LTIP reserve.
|
•
|
No “liberal” change in control definition. The
change in control definition under the 2018 LTIP is only triggered in those instances where an actual change in control occurs.
|
•
|
No tax gross-ups. Participants under the 2018
LTIP are not entitled to any tax gross-up payments for any excise tax pursuant to Sections 280G or 4999 of the Internal Revenue Code that may be incurred in
connection with awards under the plan.
|
•
|
Restricted dividend equivalents on performance vesting awards. The 2018 LTIP permits payment of dividend equivalents on awards subject to a performance vesting condition only if and when the
underlying award vests. The 2018 LTIP also does not permit the payment of dividend equivalents on shares subject to outstanding stock options or SARs.
|
•
|
Compensation Committee oversight. The 2018
LTIP is administered by the compensation committee as the administrator, which is comprised solely of non-employee, independent directors.
|
•
|
Stock ownership guidelines. The Company’s
executive officers (including all NEOs) and directors are subject to stock ownership guidelines to ensure the alignment of their goals with the interests of our
stockholders.
|
•
|
Historical Equity Award Burn Rate. Since 2018,
the Company has granted awards covering a total of 1,091,215 Shares (which grants were made under both the 2018 LTIP and the Company’s Management Incentive Plan
(“MIP”)). As shown in the table below, our three-year average burn rate was 2.22%, which demonstrates our sound approach to the grant of equity incentive
compensation and our commitment to aligning our equity compensation program with the interests of our stockholders. The following table sets forth information
regarding awards granted and the annualized burn rate for each of the last three fiscal years:
|
|
Fiscal Year
|
| |
Stock
Options
Granted
|
| |
Full-Value
Awards
Granted
|
| |
Weighted Average
Shares
Outstanding
|
| |
Burn Rate(1)
|
|
|
2020(2)(3)
|
| |
—
|
| |
705,415
|
| |
18,298,362
|
| |
3.86%
|
|
|
2019(4)
|
| |
—
|
| |
187,581
|
| |
18,808,460
|
| |
1.00%
|
|
|
2018(2)
|
| |
—
|
| |
198,219
|
| |
10,967,014
|
| |
1.81%
|
|
|
Three-Year Average
|
| |
|
| |
|
| |
|
| |
2.22%
|
|
(1)
|
Annual share usage or “burn rate” is calculated as of December 31 of each fiscal year by dividing the number of Shares subject to
awards granted in such fiscal year (assuming performance awards at target) by the weighted average Shares outstanding.
|
(2)
|
Reflects awards granted under the MIP and the 2018 LTIP.
|
(3)
|
Mr. Stetson’s 2020 grant of 302,795 PSUs is included in the 2020 fiscal year calculations. Excluding this grant that was cancelled in
January 2021, the full-value awards granted and burn rate would have been 402,620 and 2.2% respectively. The three-year average burn rate would be 1.67%.
|
(4)
|
Reflects awards granted under the 2018 LTIP.
|
•
|
Overhang Percentage. Our overhang percentage as of March 3, 2021 is 6.13%, which is based on
(i) 748,622 Shares subject to outstanding equity awards under the 2018 LTIP and the MIP (assuming performance awards at target), (ii) 451,944 Shares available for future equity awards under the 2018 LTIP and the MIP, and (iii) 18,389,139
Shares of the Company outstanding. As of the date of this proxy statement, there were approximately 264,423 Shares subject to outstanding equity awards under the MIP, which represented approximately 1.43 of the Company’s Shares
outstanding. The following table sets forth the total equity dilution as of the date of this Proxy Statement:
|
|
Number of Stock Options Outstanding
|
| |
23,225
|
|
|
Weighted Average Exercise Price
|
| |
$ 60.20
|
|
|
Weighted Average Term (in years)
|
| |
5.95
|
|
|
Number of Full-Value Stock Awards Outstanding
|
| |
725,397
|
|
|
Number of Shares Remaining for Future Grant
|
| |
451,944
|
|
|
MIP
|
| |
37,805
|
|
|
2018 LTIP
|
| |
414,139
|
|
|
Common Shares Outstanding as of March 3, 2021
|
| |
18,389,139
|
|
|
Overhang Percentage
|
| |
6.13%
|
|
•
|
Anticipated Duration. Based on the Company’s usage of Shares under the MIP and 2018 LTIP and
our reasonable expectation of future Share usage for purposes of equity awards, the Company believes that the 914,139 Shares reserved for issuance under the 2018 LTIP, if approved, will meet the Company’s equity compensation grant needs
for approximately 2 years. However, this depends on the Company’s future grant practices which could change from time to time depending on Company performance and the determinations of the compensation committee.
|
|
Plan Category
|
| |
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)
|
| |
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
| |
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
|
|
|
Equity compensation plans approved by security holders
|
| |
1,670,198(1)
|
| |
$47.24(3)
|
| |
451,944(2)
|
|
|
Equity compensation plans not approved by security holders
|
| |
0
|
| |
0
|
| |
0
|
|
|
Total
|
| |
1,670,198
|
| |
$47.24
|
| |
451,944
|
|
(1)
|
Includes Shares granted under the MIP, under which awards of time-based restricted stock units and stock options have been granted,
the 2018 LTIP, under which RSUs and PSUs have been awarded and shares granted under the Series A Warrants Agreement.
|
(2)
|
The number of shares available for issuance includes 37,805 Shares under the MIP and 414,139 Shares under the 2018 LTIP.
|
(3)
|
The weighted average exercise price does not take into account the RSUs granted under the MIP and 2018 LTIP.
|
|
|
| |
Fiscal 2020
|
| |
Fiscal 2019
|
| |||
|
|
| |
RSM
|
| |
KPMG
|
| |
KPMG
|
|
|
Audit fees
|
| |
$ 1,564,258 (1)
|
| |
$ 385,000 (2)
|
| |
$ 3,968,000 (3)
|
|
|
Audit-related fees
|
| |
—
|
| |
—
|
| |
—
|
|
|
Tax fees
|
| |
—
|
| |
—
|
| |
—
|
|
|
All other fees
|
| |
—
|
| |
—
|
| |
—
|
|
|
Total
|
| |
$ 1,564,258 (1)
|
| |
$ 385,000 (2)
|
| |
$ 3,968,000 (3)
|
|
(1)
|
Includes RSM fees for audit services relating to the annual audit of the Company’s consolidated financial statements, quarterly
reviews, services that are normally provided by the accountants in connection with regulatory filings, and accounting consultations. Also includes reimbursement to RSM of out of pocket expenses of $64,258.
|
(2)
|
Fees paid to KPMG for services rendered in connection with the consent to include KPMG’s 2019 audit report in the Company’s Annual
Report on Form 10-K and for KPMG’s audit of subsequent adjustments to the Company’s 2019 financial statements.
|
(3)
|
Includes KPMG fees for audit services relating to the annual audit of the Company’s consolidated financial statements, quarterly
reviews, services that are normally provided by the accountants in connection with regulatory filings, and accounting consultations. Also includes reimbursement of out of pocket expenses of approximately $300,000.
|
•
|
via the internet,
|
•
|
by telephone, or
|
•
|
if you received printed materials, by marking, signing, dating and promptly returning your proxy card by mail.
|
|
| |
By Order of the Board of Directors
|
|
| |
|
|
| |
Roger L. Nicholson
|
|
| |
Executive Vice President, Chief Administrative Officer, General Counsel and
Secretary
|
1.
|
Section 5(a)(i) is hereby amended its entirety as follows:
|
2.
|
This Amendment shall only serve to amend and modify the Plan to the extent specifically provided herein. All terms, conditions,
provisions and references of and to the Plan which are not specifically modified, amended and/or waived herein shall remain in full force and effect and shall not be altered by any provisions herein contained.
|
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