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Name | Symbol | Market | Type |
---|---|---|---|
Contura Energy Inc (PK) | USOTC:CNTWW | OTCMarkets | Equity Warrant |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 145.14 | 0.00 | 01:00:00 |
(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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81-3015061
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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340 Martin Luther King Jr. Blvd.
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Bristol, Tennessee 37620
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(Address of principal executive offices, zip code)
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(423) 573-0300
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(Registrant’s telephone number, including area code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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CTRA
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New York Stock Exchange
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TABLE OF CONTENTS
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•
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providing leadership to the board;
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•
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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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•
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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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•
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serving as the liaison between the independent members of the board and the chairman;
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•
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presiding at all meetings of the board of directors at which the chairman is not present, including executive sessions and meetings of non-management directors and/or independent directors;
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•
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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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•
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reviewing information to be sent to the board;
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•
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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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•
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facilitating communication among the independent directors (with the chairman);
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•
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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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•
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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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•
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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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Audit
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Compensation
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Nominating and Corporate Governance
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Safety, Health
and Environmental |
Albert E. Ferrara
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C
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M
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M
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M
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Daniel J. Geiger
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M
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M
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M
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C
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John E. Lushefski
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M
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M
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C
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M
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Emily S. Medine
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C
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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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M
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Meetings held in 2019
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9
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13
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8
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3
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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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•
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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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•
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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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•
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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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Position
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Annual Fee ($)
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Non-Employee Chairman of the Board
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75,000
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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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Audit Committee Chair
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30,000
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Compensation Committee Chair
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20,000
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Safety, Health and Environmental Committee Chair
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15,000
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Nominating and Corporate Governance Committee Chair
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12,000
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Name
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Fees Earned
or Paid in Cash ($) (1)
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Stock Awards ($) (2)
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Total ($)
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Albert E. Ferrara, Jr.
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167,000
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99,965
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266,965
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Daniel J. Geiger
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116,500
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99,965
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216,465
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John E. Lushefski
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193,548
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99,965
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293,513
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Emily S. Medine (3)
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35,598
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63,635
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99,233
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Scott D. Vogel (3)
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-
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-
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-
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Anthony J. Orlando
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129,696
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99,965
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229,661
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Harvey L. Tepner
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146,244
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99,965
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246,209
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Neale X. Trangucci
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184,696
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99,965
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284,661
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Michael J. Ward
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34,000
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174,910
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208,910
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(1)
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Reflects the annual cash retainer and any meeting fees and additional cash retainers paid in connection with service as a chair or member of a committee of our board, in each case for service during our fiscal year ended December 31, 2019.
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(2)
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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) 1,774 RSUs granted on May 1, 2019, to each of Messrs. Ferrara Jr., Orlando, Ward, Trangucci, Geiger, Lushefski and Tepner in connection with their annual equity awards for the 2019 Compensation Year (each with a grant date fair value of $56.35 per share); (ii) 1,330 RSUs granted to Mr. Ward on May 1, 2019, which he elected to receive in lieu of his annual cash retainer for the 2019 Compensation Year (with a grant date fair value of $56.35 per share), and (iii) 2,208 RSUs granted on September 26, 2019, to Ms. Medine, which reflected a pro-rata portion of her annual equity award for the 2019 Compensation Year (with a grant date fair value of $28.82 per share). The
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(3)
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Ms. Medine and Mr. Vogel were appointed to the board on September 9, 2019 and December 20, 2019, respectively.
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Emily S. Medine, Chair
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Albert E. Ferrara, Jr.
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Daniel J. Geiger
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John E. Lushefski
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Scott D. Vogel
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•
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David J. Stetson, who was named Chief Executive Officer (“CEO”) on July 29, 2019,
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•
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Charles Andrew Eidson, Executive Vice President (“EVP”) and Chief Financial Officer, who also served as Interim Co-Chief Executive Officer from May 7, 2019 through July 28, 2019, and
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•
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Jason Whitehead, who was named EVP and Chief Operating Officer on August 14, 2019.
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•
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Kevin S. Crutchfield, Chief Executive Officer until May 6, 2019,
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•
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Mark M. Manno, EVP, Chief Administrative and Legal Officer and Secretary until December 1, 2019, who also served as Interim Co-Chief Executive Officer from May 7, 2019 through July 28, 2019,
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•
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J. Scott Kreutzer, EVP and Chief Operating Officer until November 15, 2019, and
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•
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Kevin Stanley, EVP and Chief Commercial Officer until November 15, 2019.
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•
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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.
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•
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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.
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•
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The Contura Energy, Inc. Annual Incentive Bonus Plan (described in “2019 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.
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•
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Long-term incentives are a significant component of our total reward program. The opportunity for executives to earn equity awards, over time, aligns our executive team with the interests of our stockholders. The long-term compensation design is based on a portfolio approach, which, prior to 2019, consisted of RSUs subject to three-year time-based vesting schedules, stock options and restricted stock. In 2019, to more closely align our executives’ payments to shareholder returns, we introduced into our long-term incentive program grants of performance-based restricted stock units (“PSUs”) with three-year cliff-vesting based on the achievement of company performance metrics over a three-year performance period.
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•
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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.
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•
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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.
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•
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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).
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Arch Coal Inc.
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Compass Minerals International Inc.
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Suncoke Energy, Inc.
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Carpenter Technology Corp.
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CONSOL Energy Inc.
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Timkensteel Corp.
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Cleveland-Cliffs Inc.
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Denbury Resources Inc.
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Tronox Ltd.
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Cloud Peak Energy Inc.
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Peabody Energy Corp.
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Warrior Met Coal, Inc.
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Commercial Metals Co.
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Schnitzer Steel Industries Inc.
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Worthington Industries Inc.
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Southwestern Energy Co.
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Compensation Element
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Description
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Form
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Objective
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Base salary
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Fixed based on level of responsibility, experience, tenure and qualifications
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Cash
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Support talent attraction and retention
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Annual Incentive
Bonus
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Variable based on the achievement of annual financial, safety and environmental metrics
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Cash
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Link pay and performance
Drive the achievement of short-term business objectives
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Long-Term Incentive Awards
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Variable based on the achievement of longer-term goals and stockholder value creation
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RSUs that vest ratably over a three-year period
PSUs that vest at the end of a three-year performance period subject to the satisfaction of total shareholder return performance metrics
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Support talent attraction and retention
Link pay and performance
Drive the achievement of longer-term business objectives
Align NEO and stockholder interests
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Other Compensation and Benefits Programs
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Employee health, welfare and retirement benefits and deferred compensation
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Group medical benefits
Life and disability insurance
401(k) plan participation
Deferred compensation plan
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Support talent attraction and retention
Provide for tax-efficient retirement savings
Provide for supplemental retirement benefits
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Name
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2019 Base Salary ($)
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David J. Stetson
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1,000,000
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Charles Andrew Eidson
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500,000
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Jason Whitehead
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475,000
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Kevin S. Crutchfield
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1,045,000
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Mark M. Manno
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500,000
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J. Scott Kreutzer
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475,000
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Kevin L. Stanley
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400,000
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2019 Metric Goals
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2019 Performance
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Performance Metric
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Weighting
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Threshold Payout (50%)
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Target Payout (100%)
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Maximum Payout (200%)
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Performance
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Payout as
% of Target |
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Aggregate Target Bonus % Earned
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EBITDA(1)
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40.00%
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$420.42M
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$467.13M
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$513.84M
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$347.98M
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0.00%
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0.00%
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Cost of Coal Sales per Ton Sold – Met(2)
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20.00%
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$84.20
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$79.43
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$77.05
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$84.90
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0.00%
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0.00%
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Cost of Coal Sales per Ton Sold - Steam(2)
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10.00%
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$44.10
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$41.60
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$40.35
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$45.01
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0.00%
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0.00%
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Safety – NFDL(3)
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20.00%
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2.76
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2.51
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2.38
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2.04
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200.00%
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40.00%
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Environmental Compliance(4)
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10.00%
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114
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88
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75
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35
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200.00%
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20.00%
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Total
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100%
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60%
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(1)
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CIB EBITDA was $347.98 million in 2019 under the formula adopted by the compensation committee and, as a result, the threshold performance goal was not achieved, resulting in no payout pursuant to the EBITDA metric. CIB EBITDA was calculated as follows: 2019 Income from Continuing Operations plus Interest Expense, Income Tax Expense, Depreciation, Depletion and Amortization, and Amortization of Acquired Intangibles, less Interest Income and Income Tax Benefit (“EBITDA”), and excluding the following (i) CIB, Operations, Safety, Environmental Bonus (“OSEB”), and stock compensation expenses, (ii) Impairment of tangible and intangible assets and related charges, (iii) Gains or Losses associated with Asset Retirement Obligations (“ARO”), (iv) Costs, Revenues, Gains or Losses associated with board approved future and completed business combinations, capital market transactions, reorganizations and/or restructuring programs (including severance/separation costs), and (v) Extraordinary, unusual, infrequent or non-recurring items not encompassed in the above exclusions, as determined by the board.
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(2)
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CIB Cost of Coal Sales per Ton Sold was $84.90 for metallurgical coal sales and $45.01 for steam coal sales in 2019 under the formula adopted by the compensation committee and, as a result, the threshold performance goal was not achieved on either metric, resulting in no payout. CIB Cost of Coal Sales per Ton Sold was calculated as follows: Weighted Average 2019 Cost of Coal Sales per Ton Sold, excluding the following (i) CIB, OSEB, 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.
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(3)
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CIB Non-Fatal Days Lost (“NFDL Rate”) was 2.04 in 2019, meaning that the safety objective was achieved at 118.7% of the target, which resulted in a pay-out under this objective, after interpolation, of 200% of target. 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.
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(4)
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CIB Environmental Compliance, which is measured by the total number of water quality exceedances, excluding selenium, was 35 in 2019 under the formula adopted by the compensation committee and, as a result, 160% of the target performance goal was achieved resulting in a payout pursuant to this metric of 200% of target.
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Officer
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2019 Base
Salary ($)
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2019 Annual
Target
Bonus
Opportunity
(as a % of
base salary)
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2019 Target
Bonus ($)
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2019 Actual
Performance
as a %
of Target
Bonus
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2019 CIB
Bonus ($)
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Charles Andrew Eidson
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500,000
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100%
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500,000
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60.00%
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300,000
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Jason Whitehead
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475,000
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100%
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475,000
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60.00%
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108,300 (1)
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Kevin S. Crutchfield
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1,045,000
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125%
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1,306,250
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60.00%
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0 (2)
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Mark M. Manno
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500,000
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100%
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500,000
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60.00%
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458,904 (3)
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J. Scott Kreutzer
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475,000
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100%
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475,000
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60.00%
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415,137 (3)
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Kevin L. Stanley
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400,000
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75%
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300,000
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60.00%
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262,192 (3)
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(1)
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The 2019 CIB bonus paid to Mr. Whitehead was pro-rated to reflect his partial year of service.
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(2)
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In connection with his resignation from the Company, Mr. Crutchfield forfeited his 2019 CIB bonus. See “Potential Payments on Termination and Change in Control—Chief Executive Officers—Kevin S. Crutchfield”.
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(3)
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In connection with the termination of their employment from the Company and pursuant to the terms of the KESP, the 2019 bonuses paid to Messrs. Manno, Kreutzer and Stanley were based on target levels and pro-rated for the portion of 2019 each executive was employed by the Company. See “Non-CEO Severance and Change in Control Agreements”.
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Executive
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Cash Severance (1) ($)
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Value of Equity Award Acceleration (2) ($)
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Pro-Rata Bonus (3) ($)
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COBRA Benefits and Life Insurance Benefits (4) ($)
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Outplacement Services ($)
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Total ($)
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Mr. Kreuzter
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1,425,000
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133,571
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415,137
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36,439
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15,000
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2,025,147
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Mr. Stanley
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1,050,000
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131,733
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262,192
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36,439
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15,000
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1,495,364
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Mr. Manno
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1,500,000
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201,274
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458,904
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36,439
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15,000
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2,211,617
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(1)
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Reflects a lump sum cash payment equal to (x) the sum of (A) base salary plus (B) 2019 target bonus multiplied by (y) 1.5 (i.e., the executive’s severance multiple under the KESP).
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(2)
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Reflects the value of accelerated vesting of any equity awards outstanding as of the applicable termination date. Outstanding PSUs continue to be subject to the attainment of the applicable performance conditions.
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(3)
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Reflects the pro-rated portion of the executive’s 2019 bonus under the CIB, based on target levels.
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(4)
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Reflects payment by the Company for Consolidated Omnibus Budget Reconciliation Act (COBRA) health and dental insurance premiums (the “COBRA Benefits”) and life insurance premiums for the executive and his dependents (the “Life Insurance Benefits”) until the earliest of the executive obtaining the age of 65, the date he becomes eligible to participate in another employer’s group health plan and 18 months following the date of termination. Mr. Manno’s COBRA Benefits did not begin until January 1, 2020.
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Name and Principal Position
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Fiscal
Year |
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Salary ($) (1)
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Bonus ($) (2)
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Stock
Awards ($) (3) |
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Option
Awards ($) (4) |
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Non-Equity
Incentive Plan Compensation ($) (5) |
|
Change in
Pension Value and Non- qualified Deferred Compensation Earnings ($) (6) |
|
All Other
Compensation ($) (7) |
|
Total
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||||||||
David J. Stetson
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2019
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411,933
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450,000
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1,252,083
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-
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-
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-
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50,067
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2,164,083
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Chief Executive Officer
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||||||||
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|||||||||
Charles Andrew Eidson
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2019
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500,000
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600,000
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784,789
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-
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300,000
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-
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13,360
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2,198,149
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Chief Financial Officer and EVP (8)
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2018
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500,000
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1,000,000
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749,925
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-
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698,205
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96,414
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22,000
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3,066,544
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2017
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500,000
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|
-
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2,976,811
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504,708
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487,145
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53,086
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792,636
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5,314,385
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Jason E. Whitehead
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2019
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151,635
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-
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-
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-
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108,300
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-
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22,122
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282,057
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EVP and Chief Operating Officer
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||||||||
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|
|
|
|
|
|
|
|
|
|
|||||||||
Mark M. Manno
|
|
2019
|
|
496,794
|
|
|
600,000
|
|
|
784,789
|
|
|
-
|
|
|
458,904
|
|
|
-
|
|
|
1,529,440
|
|
|
3,869,927
|
|
Former EVP, Chief Administrative and Legal Officer and Secretary (8)
|
|
2018
|
|
500,000
|
|
|
1,000,000
|
|
|
749,925
|
|
|
-
|
|
|
698,205
|
|
|
96,414
|
|
|
22,000
|
|
|
3,066,544
|
|
|
2017
|
|
500,000
|
|
|
-
|
|
|
2,976,811
|
|
|
504,708
|
|
|
487,145
|
|
|
53,086
|
|
|
792,636
|
|
|
5,314,385
|
|
|
J. Scott Kreutzer
|
|
2019
|
|
464,583
|
|
|
316,667
|
|
|
618,880
|
|
|
-
|
|
|
415,137
|
|
|
-
|
|
|
1,463,299
|
|
|
3,278,566
|
|
Former EVP and Chief Strategy Officer
|
|
2018
|
|
388,891
|
|
|
700,000
|
|
|
524,925
|
|
|
-
|
|
|
418,923
|
|
|
55,097
|
|
|
22,000
|
|
|
2,109,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Kevin L. Stanley
|
|
2019
|
|
388,717
|
|
|
266,667
|
|
|
472,664
|
|
|
-
|
|
|
262,192
|
|
|
-
|
|
|
1,079,870
|
|
|
2,470,110
|
|
Former EVP and Chief Commercial Officer
|
|
2018
|
|
400,000
|
|
|
700,000
|
|
|
524,925
|
|
|
-
|
|
|
418,923
|
|
|
61,448
|
|
|
22,000
|
|
|
2,127,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Kevin S. Crutchfield
|
|
2019
|
|
412,639
|
|
|
-
|
|
|
1,939,425
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
18,255
|
|
|
2,370,319
|
|
Former Chief Executive Officer
|
|
2018
|
|
1,045,000
|
|
|
3,000,000
|
|
|
2,250,000
|
|
|
-
|
|
|
1,824,061
|
|
|
274,669
|
|
|
40,814
|
|
|
8,434,544
|
|
|
2017
|
|
1,045,000
|
|
|
-
|
|
|
14,895,120
|
|
|
2,525,411
|
|
|
1,272,666
|
|
|
221,427
|
|
|
3,983,972
|
|
|
23,943,595
|
|
(1)
|
The values set forth in this column for the fiscal year ending December 31, 2019 represent the salaries paid for the period of January 1, 2019 to May 6, 2019 for Mr. Crutchfield, the period of July 29, 2019 to December 31, 2019 for Mr. Stetson, the period of August 14, 2019 to December 31, 2019 for Mr. Whitehead, the period of January 1, 2019 to December 2, 2019 for Mr. Manno and the period of January 1, 2019 to November 15, 2019 for each of Messrs. Kreutzer and Stanley. Mr. Crutchfield resigned from his position as chief executive officer effective May 6, 2019. Mr. Stetson joined the Company as chief executive officer effective July 29, 2019 and Mr. Whitehead joined the Company as chief operating officer effective August 14, 2019. Mr. Manno left the Company effective December 2, 2019. Messrs. Kreutzer and Stanley left the Company effective November 15, 2019. Amounts 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 2019, the values set forth in this column reflect (i) special retention bonuses paid to Messrs. Eidson, Manno, Kreutzer and Stanley, as described under “2019 Executive Retention Awards” and (ii) Mr. Stetson’s discretionary 2019 bonus provided under the terms of his employment agreement, as described “Potential Payments on Termination and Change in Control—Chief Executive Officers—David J. Stetson”. For 2018, the values set forth in this column reflect a one-time bonus paid to Messrs. Eidson, Manno, Kreutzer, Stanley and Crutchfield in conjunction with the closing of the Company’s merger with Alpha Natural Resources Holdings, Inc. in November 2018.
|
(3)
|
The values set forth in this column reflect the aggregate grant date fair value of awards (which for PSUs, is based on targeted performance and excluding 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 2019 Annual Report. For 2019, PSUs were granted to Messrs. Eidson, Manno, Kreutzer, Stanley and Crutchfield on February 9, 2019 with a grant date fair value of $50.60 per share for the aTSR performance component and a grant date fair value of $65.70 per share for the rTSR performance component. Assuming maximum achievement of performance conditions, the values of the PSUs at the grant date were: Mr. Eidson, $1,741,048, Mr. Manno, $1,741,048, Mr. Kreutzer, $1,654,130, Mr. Stanley $1,218,752, and Mr. Crutchfield, $6,965,305. RSUs were granted to Messrs. Eidson, Manno, Kreutzer and Stanley on May 7, 2019 with a grant date fair value of $59.89 per share and to Mr. Stetson on July 29, 2019 with a grant date fair value of $38.29 per share.
|
(4)
|
The values set forth in this column reflect the aggregate grant date fair value of awards 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 Black-Scholes option-pricing model based upon the valuation assumptions discussed in the “Share-Based Compensation” footnote to the financial statements in our 2019 Annual Report. The options set forth in this column were granted on March 7, 2017 with a grant date fair value of $37.44 per share. The Company elected to grant the options with an exercise price based upon the greater of (i) the closing price of a share on the grant date or (ii) the volume-weighted average price for the 30-day period ending on the grant date. As a result, the exercise price of the options set forth in this column was set at $66.13.
|
(5)
|
The values set forth in this column represent annual bonuses earned under our Bonus Plan in respect of 2019 performance based on achievement of the performance metrics described under “2019 Annual Bonuses”. Executive Compensation—Executive Compensation Process”. In connection with the termination of their employment, Messrs. Manno, Kreutzer and Stanley received, as severance, a pro-rated portion of their 2019 bonuses, based on target levels. Mr. Crutchfield forfeited his 2019 bonus in connection with his resignation.
|
(6)
|
The values set forth in this column represent deferred compensation earnings earned in respect of 2017 and 2018 based upon eligible compensation earned during the year under the Deferred Compensation Plan. For 2019, there were no above-mark or preferential earnings on non-qualified deferred compensation.
|
(7)
|
The values set forth in this column include for 2019 (i) employer 401(k) contributions for Messrs. Stetson, Eidson, Manno, Kreutzer, Stanley and Crutchfield of $11,200 each and for Mr. Whitehead of $6,065, (ii) imputed income on group term life insurance for Messrs. Stetson ($10,829), Eidson ($2,160), Whitehead ($683), Manno ($3,240), Kreutzer ($2,925), Stanley ($1,645), and Crutchfield ($7,055), (iii) reimbursements for automobile, housing costs and first class commercial round-trip flights for Mr. Stetson ($18,681), (iv) automobile allowances paid to Messrs. Kreutzer ($7,150) and Whitehead ($250), (v) a mobile allowance paid to Mr. Whitehead ($300), and (vi) amounts paid as cash severance and outplacement services to Messrs. Manno ($1,515,000), Kreutzer ($1,440,000) and Stanley ($1,065,000) in connection with the termination of their employment, other than the value of equity award acceleration and pro-rata bonus for 2019. A complete description of the amounts paid to Messrs. Manno, Kreutzer and Stanley in connection with the termination of their employment (including the value of equity award acceleration and the pro-rata bonus) is described under “Non-CEO Severance and Change in Control Arrangements”.
|
(8)
|
Messrs. Eidson and Manno also served as interim co-chief executive officers from May 7, 2019 through July 28, 2019.
|
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards(2)
|
|
All Other Stock Awards: Number of Shares of Stock or Units(3) (#)
|
|
Grant Date Fair Value of Stock and Option Awards(4) ($)
|
||||||||||||||||
Name
|
|
Grant Date
|
|
Minimum ($)
|
|
Target ($)
|
|
Maximum ($)
|
|
Minimum (#)
|
|
Target (#)
|
|
Maximum (#)
|
|
|||||||||||
David J. Stetson
|
|
7/29/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
32,700
|
|
|
1,252,083
|
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Charles Andrew Eidson
|
|
-
|
|
250,000
|
|
|
500,000
|
|
|
1,000,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
979
|
|
|
1,958
|
|
|
3,916
|
|
|
-
|
|
|
99,075
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,468
|
|
|
5,871
|
|
|
23,484
|
|
|
-
|
|
|
385,725
|
|
|
|
5/7/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,009
|
|
|
299,989
|
|
Jason E. Whitehead
|
|
-
|
|
90,250
|
|
|
180,500
|
|
|
361,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Mark M. Manno
|
|
-
|
|
250,000
|
|
|
500,000
|
|
|
1,000,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
979
|
|
|
1,958
|
|
|
3,916
|
|
|
-
|
|
|
99,075
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,468
|
|
|
5,871
|
|
|
23,484
|
|
|
-
|
|
|
385,725
|
|
|
|
5/7/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,009
|
|
|
299,989
|
|
J. Scott Kreutzer
|
|
-
|
|
237,500
|
|
|
475,000
|
|
|
950,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
930
|
|
|
1,860
|
|
|
3,720
|
|
|
-
|
|
|
94,116
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,395
|
|
|
5,578
|
|
|
22,312
|
|
|
-
|
|
|
366,475
|
|
|
|
5/7/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,643
|
|
|
158,289
|
|
Kevin L. Stanley
|
|
-
|
|
150,000
|
|
|
300,000
|
|
|
600,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
685
|
|
|
1,370
|
|
|
2,740
|
|
|
-
|
|
|
69,322
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
1,028
|
|
|
4,110
|
|
|
16,440
|
|
|
-
|
|
|
270,027
|
|
|
|
5/7/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
2,226
|
|
|
133,315
|
|
Kevin S. Crutchfield
|
|
-
|
|
653,125
|
|
|
1,306,250
|
|
|
2,612,500
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
3,915
|
|
|
7,830
|
|
|
15,660
|
|
|
-
|
|
|
396,198
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
5,872
|
|
|
23,489
|
|
|
93,956
|
|
|
-
|
|
|
1,543,227
|
|
(1)
|
The amounts in 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 2019 as described under “2019 Annual Bonuses.”
|
(3)
|
This column shows the number of shares of common stock underlying RSUs granted on May 7, 2019 and July 29, 2019 under the 2018 LTIP.
|
(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 2019 Annual Report.
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||
Officer
|
|
Grant Date
|
|
Numbers of Securities Underlying Unexercised Options Exercisable (#)
|
|
Numbers of Securities Underlying Unexercised Unearned Options (1) (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares or Units of Stock That Have Not Vested (2) (#)
|
|
Market Value of Shares or Units of Stock That Have Not Vested (3) ($)
|
|
Number of Unearned Performance Share Units That Have Not Vested (4) (#)
|
|
Market or Payout Value of Unearned Performance Share Units That Have Not Vested (5) ($)
|
|||||||
David J. Stetson
|
|
7/29/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
32,700
|
|
|
295,935
|
|
|
-
|
|
|
-
|
|
Charles Andrew Eidson
|
|
3/7/2017
|
|
8,978
|
|
|
4,501
|
|
|
66.13
|
|
|
3/7/2027
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
3/7/2017
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
14,893
|
|
|
134,782
|
|
|
-
|
|
|
-
|
|
|
|
7/13/2017
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
275
|
|
|
2,489
|
|
|
-
|
|
|
-
|
|
|
|
11/12/2018
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
9,999
|
|
|
90,491
|
|
|
-
|
|
|
-
|
|
|
|
5/7/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
5,009
|
|
|
45,331
|
|
|
-
|
|
|
-
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
2,447
|
|
|
22,145
|
|
Jason E. Whitehead
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Mark M. Manno
|
|
3/7/2017
|
|
13,479
|
|
|
-
|
|
|
66.13
|
|
|
12/1/2020
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
2,447
|
|
|
22,145
|
|
J. Scott Kreutzer
|
|
3/7/2017
|
|
4,087
|
|
|
-
|
|
|
66.13
|
|
|
11/15/2020
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
2,325
|
|
|
21,041
|
|
Kevin L. Stanley
|
|
3/7/2017
|
|
4,296
|
|
|
-
|
|
|
66.13
|
|
|
11/15/2020
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
2/9/2019
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
1,713
|
|
|
15,503
|
|
Kevin S. Crutchfield
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
(1)
|
The options in this column vested on March 7, 2020.
|
(2)
|
Mr. Stetson’s RSUs granted on July 29, 2019 vest in equal installments on each of the first, second and third anniversaries of the grant date. The remaining vesting tranche of Mr. Eidson’s March 7, 2017 and July 13, 2017 restricted stock awards vested on March 7, 2020. Mr. Eidson’s RSUs granted on November 12, 2018 vest in equal installments on each of February 9, 2020, 2021 and 2022 and Mr. Eidson’s RSUs granted on May 7, 2019 will vest on May 7, 2020.
|
(3)
|
The market value calculations reported in this column are computed by multiplying $9.05, the closing market price per share of our common stock on December 31, 2019, by the number of shares or units underlying the award, respectively.
|
(4)
|
PSUs in this column were granted on February 9, 2019 for the 2019-2021 performance period and assume threshold achievement of performance goals. Any payments under these performance share units will be determined based on actual performance through 2021. In connection with the termination of Messrs. Manno, Kreutzer and Stanley’s employment from the Company and pursuant to the terms of the KESP, the service component of their February 9, 2019 PSUs were deemed vested and any payments under these performance share units will be determined based on actual performance through 2021.
|
(5)
|
The market value calculations reported in this column are computed by multiplying $9.05, the closing market price per share of our common stock on December 31, 2019, by the number of units underlying the award. See “Long-Term Incentive Awards” for a description of how payouts for PSUs are determined. If earned, the awards will be paid after the end of the 2019-2021 performance period in unrestricted shares of common stock.
|
|
|
Option Awards
|
|
Stock Awards (1)
|
||||||||
Name
|
|
Numbers of Shares
Acquired on Exercise (#)
|
|
Value Realized
on Exercise ($)
|
|
Number of Shares
Acquired on Vesting (#)
|
|
Value Realized
on Vesting ($)
|
||||
David J. Stetson (2)
|
|
-
|
|
|
-
|
|
|
631
|
|
|
35,557
|
|
Charles Andrew Eidson
|
|
30,030
|
|
|
1,627,307
|
|
|
15,124
|
|
|
869,630
|
|
Jason E. Whitehead
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Mark M. Manno(3)
|
|
30,030
|
|
|
1,641,510
|
|
|
45,300
|
|
|
1,070,904
|
|
J. Scott Kreutzer(3)
|
|
9,010
|
|
|
439,332
|
|
|
18,823
|
|
|
397,094
|
|
Kevin L. Stanley(3)
|
|
9,010
|
|
|
400,566
|
|
|
18,848
|
|
|
407,963
|
|
Kevin S. Crutchfield
|
|
150,150
|
|
|
7,824,679
|
|
|
75,674
|
|
|
4,351,255
|
|
(1)
|
The value of the stock awards realized upon vesting is based on the closing price per share of our common stock on the award vesting date.
|
(2)
|
Reflects the vesting of RSUs granted to Mr. Stetson in 2018 in connection with his service as a non-employee director.
|
(3)
|
Includes the value of acceleration of equity awards in connection with the termination of employment of Messrs. Manno, Kreutzer and Stanley, as described under “Non-CEO Severance and Change in Control Arrangements.”
|
Name
|
|
Executive
Contributions in Last fiscal year ($) |
|
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. Andy Eidson
|
|
-
|
|
-
|
|
4,581
|
|
|
-
|
|
|
144,696
|
|
Jason E. Whitehead
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
-
|
|
Mark M. Manno
|
|
-
|
|
-
|
|
4,581
|
|
|
-
|
|
|
144,702
|
|
J. Scott Kreutzer
|
|
-
|
|
-
|
|
2,103
|
|
|
-
|
|
|
66,417
|
|
Kevin L. Stanley
|
|
-
|
|
-
|
|
2,505
|
|
|
-
|
|
|
79,144
|
|
Kevin S. Crutchfield
|
|
-
|
|
-
|
|
12,177
|
|
|
(501,168
|
)
|
|
-
|
|
(1)
|
The Company did not make any contributions to the Deferred Compensation Plan for the 2019 plan year.
|
(2)
|
Amounts reflect interest credited to NEOs’ accounts during 2019.
|
(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 plus two times the target annual 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 COBRA Benefits and Life Insurance Benefits.
|
•
|
an amount equal to two and one-half times base salary plus two and one-half times the 2019 Bonus or the 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.
|
Name
|
Qualifying Termination not in Connection with a Change in Control ($)
|
Qualifying Termination in Connection with a Change in Control ($)
|
||||||||||||||||||||||
Cash Severance ($)
|
Value of Equity Award Acceleration ($)
|
Pro-Rata Bonus ($)
|
Outplacement Services ($)
|
COBRA Benefits and Life Insurance Benefits ($)
|
Total ($)
|
Cash Severance ($)
|
Value of Equity Award Acceleration ($)
|
Pro-Rata Bonus ($)
|
Outplacement Services ($)
|
COBRA Benefits and Life Insurance Benefits ($)
|
Total ($)
|
|||||||||||||
David J. Stetson
|
2,900,000
|
|
41,102
|
|
450,000
|
|
—
|
|
36,439
|
|
3,427,541
|
|
3,625,000
|
|
295,935
|
|
450,000
|
|
—
|
|
36,439
|
|
4,407,374
|
|
C. Andy Eidson
|
1,500,000
|
|
273,093
|
|
500,000
|
|
15,000
|
|
36,439
|
|
2,324,532
|
|
2,000,000
|
|
273,093
|
|
500,000
|
|
15,000
|
|
36,439
|
|
2,824,532
|
|
Jason E. Whitehead
|
1,425,000
|
|
—
|
|
475,000
|
|
15,000
|
|
36,439
|
|
1,951,439
|
|
1,900,000
|
|
—
|
|
475,000
|
|
15,000
|
|
36,439
|
|
2,426,439
|
|
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
|
1,239,176
|
|
$47.78
|
|
1,033,773
|
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
|
Total
|
1,239,176
|
|
47.78
|
|
1,033,773
|
(1)
|
Includes shares of common stock granted under the MIP, under which awards of restricted stock, RSUs and stock options have been granted, the 2018 LTIP, under which RSUs and PSUs have been granted, the ANR Inc. 2017 Equity Incentive Plan, under which RSUs have been granted, and shares granted under the Series A Warrants Agreement.
|
(2)
|
The weighted average exercise price does not take into account the restricted stock awards and RSUs granted under the MIP and 2018 LTIP.
|
(3)
|
The number of shares of common stock available for issuance includes 277,266 shares under the MIP and 756,507 shares under the 2018 LTIP.
|
•
|
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
|
|||
Blackrock, Inc.(3)
|
|
2,335,595
|
|
|
|
|
2,335,595
|
|
|
12.8%
|
|
55 East 52nd Street New York, NY 10055
|
|
|
|
|
|
|
|
|
|||
Davidson Kempner Partners(4)
|
|
1,803,285
|
|
|
|
|
1,803,285
|
|
|
9.9%
|
|
520 Madison Avenue, 30th Floor, New York, NY 10022
|
|
|
|
|
|
|
|
|
|||
Whitebox Advisors LLC(5)
|
|
1,651,244
|
|
|
3,794
|
|
|
1,655,038
|
|
|
9.1%
|
3033 Excelsior Boulevard, Suite 300, Minneapolis, MN 55416
|
|
|
|
|
|
|
|
|
|||
Highbridge Capital Management(6)
|
|
1,490,000
|
|
|
82,719
|
|
|
1,572,719
|
|
|
8.6%
|
277 Park Avenue, 23rd Floor, New York, NY 10172
|
|
|
|
|
|
|
|
|
|||
Morgan Stanley(7)
|
|
1,325,022
|
|
|
|
|
1,325,022
|
|
|
7.3%
|
|
1585 Broadway New York, NY 10036
|
|
|
|
|
|
|
|
|
|||
The Vanguard Group(8)
|
|
1,219,206
|
|
|
|
|
1,219,206
|
|
|
6.7%
|
|
100 Vanguard Blvd., Malvern, PA 19355
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
David J. Stetson
|
|
233,387
|
|
|
|
|
233,387
|
|
|
1.28%
|
|
C. Andrew Eidson(9)
|
|
46,891
|
|
|
18,488
|
|
|
65,379
|
|
|
0.36%
|
Jason E. Whitehead
|
|
33,638
|
|
|
|
|
33,638
|
|
|
0.18%
|
|
Roger L. Nicholson
|
|
19,552
|
|
|
|
|
19,552
|
|
|
0.11%
|
|
|
|
|
|
|
|
|
|
|
|||
Daniel J. Geiger(10)
|
|
11,428
|
|
|
2,878
|
|
|
14,306
|
|
|
0.08%
|
Albert E. Ferrara, Jr.(11)
|
|
|
|
12,687
|
|
|
12,687
|
|
|
0.07%
|
|
John E. Lushefski(12)
|
|
9,201
|
|
|
1,774
|
|
|
10,975
|
|
|
0.06%
|
Scott D. Vogel(13)
|
|
2,500
|
|
|
4,268
|
|
|
6,768
|
|
|
0.04%
|
Emily S. Medine(14)
|
|
|
|
2,208
|
|
|
2,208
|
|
|
0.01%
|
|
|
|
|
|
|
|
|
|
|
|||
All Executive Officers and Directors as a Group (9 persons)
|
|
356,597
|
|
|
42,303
|
|
|
398,900
|
|
|
|
*
|
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 9, 2020, shares of common stock issuable pursuant to RSUs which may be acquired within 60 days of March 9, 2020 and Contura Series A Warrants, each of which carries the right to purchase one share of Contura common stock.
|
(3)
|
The information for Blackrock, Inc. (“Blackrock”) is based solely on the Schedule 13G/A filed by Blackrock with the SEC on February 4, 2020.
|
(4)
|
The information for Davidson Kempner Partners (“DK”) is based solely on information furnished in the Schedule 13G/A filed by DK with the SEC on February 13, 2020.
|
(5)
|
The information for Whitebox Advisors LLC (“Whitebox”) is based solely on information furnished in the Schedule 13G/A filed by Whitebox with the SEC on February 14, 2020.
|
(6)
|
The information for Highbridge Capital Management (“Highbridge”) is based solely on information furnished in the Schedule 13G/A filed by Highbridge with the SEC on February 13, 2020.
|
(7)
|
The information for Morgan Stanley is based solely on information furnished in the Schedule 13G/A filed by Morgan Stanley with the SEC on February 12, 2020.
|
(8)
|
The information for The Vanguard Group (“Vanguard”) is based solely on information furnished in the Schedule 13G/A filed by Vanguard with the SEC on February 12, 2020.
|
(9)
|
Includes 5,009 shares of common stock underlying RSUs granted to Mr. Eidson that vest as of or within 60 days of March 9, 2020. Also includes 13,479 shares of common stock issuable pursuant to options exercisable as of or within 60 days of March 9, 2020.
|
(10)
|
Includes 1,774 shares of common stock underlying RSUs granted to Mr. Geiger that vest as of or within 60 days of March 9, 2020. This number also includes 1,104 shares of common stock underlying RSUs that have vested, but have been deferred until the earlier of separation from service or 5/1/2020.
|
(11)
|
Includes 1,774 shares of common stock underlying RSUs granted to Mr. Ferrara that vest as of or within 60 days of March 9, 2020. This number also includes 10,913 shares of common stock underlying RSUs that have vested but have been deferred until separation from service.
|
(12)
|
Includes 1,774 shares of common stock underlying restricted stock units granted to Mr. Lushefski that vest as of or within 60 days of March 9, 2020.
|
(13)
|
Includes 4,268 shares of common stock underlying RSUs granted to Mr. Vogel that vest as of or within 60 days of March 9, 2020.
|
(14)
|
Includes 2,208 shares of common stock underlying RSUs granted to Ms. Medine that vest as of or within 60 days of March 9, 2020 and will be deferred until separation from service.
|
•
|
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 comparable products or services, and (v) an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally. Our general counsel will assess whether the proposed transaction is a related person transaction.
|
•
|
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 Contura. 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.
|
|
Fiscal 2019
|
|
Fiscal 2018
|
||||
|
(In thousands)
|
|
(In thousands)
|
||||
Audit fees(1)
|
$
|
3,968
|
|
|
$
|
2,588
|
|
Audit-related fees
|
-
|
|
|
-
|
|
||
Tax fees
|
-
|
|
|
-
|
|
||
All other fees
|
-
|
|
|
-
|
|
||
Total
|
$
|
3,968
|
|
|
$
|
2,588
|
|
(1)
|
For fiscal years 2019 and 2018, 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 $0.3 million in 2019 and $0.2 million in 2018.
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Consolidated Statements of Operations, Years ended December 31, 2019, 2018, and 2017
|
•
|
Consolidated Statements of Comprehensive (Loss) Income, Years ended December 31, 2019, 2018, and 2017
|
•
|
Consolidated Balance Sheets, December 31, 2019 and 2018
|
•
|
Consolidated Statements of Cash Flows, Years ended December 31, 2019, 2018, and 2017
|
•
|
Consolidated Statements of Stockholders’ Equity, Years ended December 31, 2019, 2018, and 2017
|
•
|
Notes to Consolidated Financial Statements
|
|
CONTURA ENERGY, INC.
|
|
Date: April 13, 2020
|
By:
|
/s/ Charles Andrew Eidson
|
|
Name:
|
Charles Andrew Eidson
|
|
Title:
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
Signature
|
|
Date
|
|
Title
|
|
|
|
|
|
/s/ David J. Stetson
|
|
April 13, 2020
|
|
Chief Executive Officer (Principal Executive Officer)
|
David J. Stetson
|
|
|
|
|
|
|
|
|
|
/s/ Charles Andrew Eidson
|
|
April 13, 2020
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
Charles Andrew Eidson
|
|
|
|
|
|
|
|
|
|
*
|
|
April 13, 2020
|
|
Director
|
Albert E. Ferrara, Jr.
|
|
|
|
|
|
|
|
|
|
*
|
|
April 13, 2020
|
|
Director
|
Daniel J. Geiger
|
|
|
|
|
|
|
|
|
|
*
|
|
April 13, 2020
|
|
Director
|
John E. Lushefski
|
|
|
|
|
|
|
|
|
|
*
|
|
April 13, 2020
|
|
Director
|
Emily S. Medine
|
|
|
|
|
|
|
|
|
|
*
|
|
April 13, 2020
|
|
Director
|
Scott D. Vogel
|
|
|
|
|
*By:
|
/s/ Charles Andrew Eidson
|
|
Charles Andrew Eidson
|
|
As Attorney-in-Fact
|
Exhibit No.
|
Description of Exhibit
|
3.1*
|
|
3.2*
|
|
4.1*
|
|
4.2*
|
|
10.1*
|
|
10.2*
|
|
10.3*
|
|
10.4*
|
|
10.5*
|
|
10.6*
|
|
10.7*
|
|
10.8*
|
|
10.9*
|
|
10.10*
|
10.11*
|
|
10.12*
|
|
10.13*
|
|
10.14*
|
|
10.15*
|
|
10.16*
|
|
10.17*
|
|
10.18*
|
|
10.19*
|
|
10.20*
|
|
10.21*
|
|
10.22*
|
|
10.23*
|
10.24*
|
|
10.25*
|
|
10.26*
|
|
10.27*
|
|
10.28*
|
|
10.29*
|
|
10.30*
|
|
10.31*
|
|
10.32*
|
|
10.33*
|
|
10.34*
|
|
10.35*†
|
|
10.36*†
|
|
10.37*†
|
|
10.38*†
|
|
10.39*†
|
|
10.40*†
|
10.41*†
|
|
10.42*†
|
|
10.43*†
|
|
10.44*†
|
|
10.45*†
|
|
10.46*
|
|
10.48*
|
|
10.49*†
|
|
10.50*
|
|
10.51*
|
|
10.52*
|
|
10.53*
|
|
10.54*
|
|
10.55*†
|
|
10.56*†
|
|
10.57*
|
|
10.58*
|
|
10.59*
|
|
10.60*†
|
10.61*
|
|
10.62*
|
|
10.63*
|
|
21.1*
|
|
23.1*
|
|
23.2*
|
|
31
|
|
32*
|
|
95*
|
|
101.INS*
|
XBRL instance document (Incorporated by reference to Exhibit 101.INS to the Annual Report on Form 10-K of Contura Energy, Inc. (File No. 001-38735) filed on March 18, 2020)
|
101.SCH*
|
XBRL taxonomy extension schema (Incorporated by reference to Exhibit 101.SCH to the Annual Report on Form 10-K of Contura Energy, Inc. (File No. 001-38735) filed on March 18, 2020)
|
101.CAL*
|
XBRL taxonomy extension calculation linkbase (Incorporated by reference to Exhibit 101.CAL to the Annual Report on Form 10-K of Contura Energy, Inc. (File No. 001-38735) filed on March 18, 2020)
|
101.DEF*
|
XBRL taxonomy extension definition linkbase (Incorporated by reference to Exhibit 101.DEF to the Annual Report on Form 10-K of Contura Energy, Inc. (File No. 001-38735) filed on March 18, 2020)
|
101.LAB*
|
XBRL taxonomy extension label linkbase (Incorporated by reference to Exhibit 101.LAB to the Annual Report on Form 10-K of Contura Energy, Inc. (File No. 001-38735) filed on March 18, 2020)
|
101.PRE*
|
XBRL taxonomy extension presentation linkbase (Incorporated by reference to Exhibit 101.PRE to the Annual Report on Form 10-K of Contura Energy, Inc. (File No. 001-38735) filed on March 18, 2020)
|
1 Year Contura Energy (PK) Chart |
1 Month Contura Energy (PK) Chart |
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