Independent
Tenure on this board
3.6 yrs
Also a director at
Peabody Energy Corp (BTU)
3 nominees · 3 ballot items.
Election of three directors; Ratification of Ernst & Young LLP as independent auditor; Advisory approval of named executive officer compensation.
Elect three Class III director nominees (Nicholas J. Chirekos, Randall H. Edwards, Randall A. Wotring) to serve three-year terms until 2029.
Ratify the Audit Committee’s selection of Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.
Non-binding advisory (“say-on-pay”) vote to approve the compensation disclosed in the proxy for the named executive officers.
This management proposal requests an advisory, non-binding shareholder vote to ratify the company’s executive compensation program as disclosed in the proxy materials. Management seeks this vote annually to confirm shareholder support for pay practices which the Compensation Committee designs to align executive incentives with shareholder value through a mix of base salary, cash annual incentives tied to adjusted EBITDA, adjusted operating cash flow and safety metrics, and long-term equity awards including performance shares tied to relative total shareholder return and time-based restricted stock units. The Compensation Committee cites strong historical shareholder support (averaging over 98% favorable in recent years) and explains that a majority vote will be considered in future compensation decisions. Key context includes that CEO pay is heavily performance-weighted (83% at-risk in 2025), the firm delivered adjusted EBITDA of $75.6M and 2025 APA payouts averaged ~102.5% of target, and long-term performance share payouts for the 2023-2025 cycle were 41.1% of target due to relative TSR outcomes. Management argues the program balances short- and long-term metrics, includes clawback and anti-hedging policies, and uses independent consultant advice; the board recommends a FOR vote, noting it will consider any significant negative shareholder feedback in future program design.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 9.70% | 4,039,954 | $66M |
| 2 | STATE STREET CORP | 6.72% | 2,799,274 | $46M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.00% | 2,497,169 | $41M |
| 4 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 4.42% | 1,840,870 | $30M |
| 5 | AMERICAN CENTURY COMPANIES INC | 3.99% | 1,660,937 | $27M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.75% | 1,559,165 | $25M |
| 7 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 3.20% | 1,331,309 | $22M |
| 8 | BlackRock, Inc. | 2.59% | 1,077,945 | $18M |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.58% | 1,074,146 | $18M |
| 10 | DONALD SMITH CO., INC. | 2.57% | 1,071,819 | $18M |
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