Not independent
Tenure on this board
16.7 yrs
7 nominees · 3 ballot items.
Elect seven directors; advisory approval of named executive officers' compensation (say-on-pay); ratify Grant Thornton LLP as independent registered public accounting firm for 2026.
Elect seven director nominees named in the proxy statement to serve for one-year terms or until their successors are elected and qualified.
An advisory (non-binding) vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement, including the Summary Compensation Table and related disclosures.
This proposal seeks a non-binding, advisory shareholder vote to approve the compensation disclosed for Hallador's named executive officers (the 'say-on-pay' vote). Management is asking shareholders to endorse the company's executive pay program as described in the proxy — which comprises base salaries, annual cash performance incentive bonuses tied to safety and Adjusted EBITDA targets, long-term restricted stock unit (RSU) awards, severance and change-in-control retention arrangements, and other customary benefits — to signal support for the Compensation Committee's approach. The Board and Compensation Committee present this proposal to obtain investor feedback and to demonstrate alignment between pay and company performance; the Board explicitly recommends a vote FOR the proposal and will consider the outcome in future compensation decisions. Contextually, the company reports that the 2025 performance bonus payout was 163% of target, RSU awards and retention arrangements play a material role in incentivizing executives, and the company recently transitioned from smaller reporting company scaled disclosures which may affect future reporting. The advisory vote does not alter existing compensation contracts or guarantees but informs the Compensation Committee's discretion in setting future compensation and plan design. The company references a 2025 say-on-pay approval level of approximately 75% at the prior annual meeting, which management views as supportive evidence of the program's market alignment. A majority of votes cast is required to approve this advisory measure; broker non-votes do not affect the result but abstentions count as votes against. Investors evaluating the proposal should weigh Hallador's pay-for-performance metrics, the recent elevated bonus payout relative to target, the use of RSUs to align long-term incentives, and the presence of severance/change-in-control protections that could be viewed as generous depending on structure. Given the Board's recommendation and the Compensation Committee's responsiveness to prior shareholder feedback, a FOR vote represents endorsement of current executive pay policies while a dissenting vote would signal investor dissatisfaction and could prompt the Compensation Committee to make program adjustments.
Ratify the appointment of Grant Thornton LLP as Hallador's independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Lubar Co., Inc | 11.57% | 5,452,019 | $89M |
| 2 | Point72 Asset Management, L.P.Activist | 4.03% | 1,901,254 | $31M |
| 3 | AEGIS FINANCIAL CORP | 3.85% | 1,814,026 | $30M |
| 4 | Orbis Allan Gray Ltd | 3.69% | 1,738,003 | $28M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.15% | 1,485,829 | $24M |
| 6 | AMERICAN CENTURY COMPANIES INC | 2.93% | 1,383,127 | $23M |
| 7 | BlackRock, Inc. | 2.76% | 1,300,554 | $21M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.02% | 950,695 | $15M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.83% | 864,377 | $14M |
| 10 | APIS CAPITAL ADVISORS, LLC | 1.78% | 839,000 | $14M |
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