PRELIMINARY PROXY STATEMENT, DATED FEBRUARY 23, 2024 — SUBJECT TO COMPLETION
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, APRIL 25, 2024
This Proxy Statement, along with the accompanying Notice of Annual Meeting of Stockholders, contains information about the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Warrior Met Coal, Inc., including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting on Thursday, April 25, 2024 at 9:00 a.m. (Central Time). This year we will be conducting the Annual Meeting online via live webcast in order to allow our stockholders and other attendees to participate from any location and to reduce the environmental impact of our annual meeting.
You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions during the meeting by visiting www.meetnow.global/MJN4FCU. In order to participate, you will need the control number included on your Notice of Internet Availability of Proxy Materials or proxy card. If you hold your shares through an intermediary, such as a bank or broker, and do not have a control number, you must register by 4:00 p.m. (Central Time), on April 22, 2024 by following the instructions below under “General Information About the Annual Meeting — How do I register to attend the Annual Meeting virtually on the Internet?”
In this Proxy Statement, unless otherwise stated or indicated by context, the terms “Warrior,” the “Company,” “we,” “our” and “us” refer to Warrior Met Coal, Inc. and its subsidiaries.
Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
This Proxy Statement relates to the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at the Annual Meeting. On or about March [ ], 2024, we began sending a Notice of Internet Availability of Proxy Materials to all stockholders entitled to vote at the Annual Meeting.
We encourage all of our stockholders to vote prior to or during the Annual Meeting, and we hope the information contained in this document will help you decide how you wish to vote. If you would like additional copies of this document, need to obtain a WHITE proxy card, or need assistance voting, please contact Morrow Sodali LLC, the Company’s proxy solicitor, at the address and telephone number listed below. You will not be charged for any of the documents that you request.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Stockholders Call Toll Free: (800) 278-2141
Hcc.info@investor.morrowsodali.com
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 25, 2024 The Notice of Annual Meeting of Stockholders, the Proxy Statement and the Company’s 2023 Annual Report to Stockholders are available free of charge to view, print and download at www.edocumentview.com/HCC. Additionally, you can find a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including financial statements and schedules thereto, on the website of the Securities and Exchange Commission, or the SEC, at www.sec.gov, or in the “Investors” section of our website at www.warriormetcoal.com (under the “SEC Filings” link). You may also obtain a printed copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, including financial statements and schedules thereto, free of charge, from us by sending a written request to: Warrior Met Coal, Inc., 16243 Highway 216, Brookwood, Alabama 35444, Attn: Corporate Secretary. Exhibits will be provided upon written request and payment of an appropriate processing fee. |
GENERAL INFORMATION ABOUT THE ANNUAL MEETING
How can I participate in the Annual Meeting?
The Annual Meeting will take place on Thursday, April 25, 2024 at 9:00 a.m. (Central Time). The Annual Meeting will be a virtual meeting of stockholders conducted exclusively by live webcast. No physical meeting will occur.
You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetnow.global/MJN4FCU. You also will be able to vote your shares online by attending the Annual Meeting by webcast. In order to participate, you will need the control number included on your Notice of Internet Availability of Proxy Materials or proxy card if you request a hard copy of the proxy materials. If you hold your shares through an intermediary, such as a bank or broker, and do not have a control number, you must register in advance by following the instructions outlined below.
The online meeting will begin promptly at 9:00 a.m. (Central Time). We encourage you to access the meeting prior to the start time, leaving ample time to check in.
How do I register to attend the Annual Meeting virtually on the Internet?
Participation in the virtual Annual Meeting is limited to stockholders of the Company and persons holding validly executed proxies from stockholders who owned our common stock as of the Record Date.
If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the Notice or WHITE proxy card that you received.
If you hold your shares through an intermediary, such as a bank or broker, you are a “beneficial owner,” and you must register to attend the Annual Meeting virtually on the Internet through one of the two following options:
Advance Registration: Beneficial owners may register in advance to attend the Annual Meeting. To do so, you must submit proof of your proxy power (legal proxy) reflecting your Warrior holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 4:00 p.m. (Central Time), on April 22, 2023. You will receive a confirmation of your registration by email after Computershare receives your registration materials.
Requests for registration should be directed to Computershare at the following:
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By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com |
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By mail: Computershare, Warrior Met Coal, Inc. Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001 |
Registration at the Annual Meeting: Beginning in the 2024 proxy season, an industry solution has been agreed upon to allow beneficial owners to register online at the Annual Meeting and attend, ask questions and vote. We expect that the vast majority of beneficial owners will be able to fully participate using the control number received with their voting instruction form. Please note, however, that this option is intended to be provided as a convenience to beneficial owners only, and there is no guarantee this option will be available for every type of beneficial owner’s voting control number. The inability to provide this option to any or all beneficial owners shall in no way impact the validity of the Annual Meeting. Beneficial owners may choose the “Advance Registration” option described above.
In any event, please go to www.meetnow.global/MJN4FCU for more information on the available options and registration instructions.
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to third parties except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote and (3) to facilitate a successful proxy solicitation by the Board. Additionally, we will forward to management any written comments you provide on a WHITE proxy card or through other means.
What happens if other matters come up during the Annual Meeting?
The matters described in this Proxy Statement are the only matters we know of that will be voted on during the Annual Meeting. If other matters are properly presented during the Annual Meeting and you are a stockholder of record and have submitted a completed WHITE proxy card or voting instruction form, the persons named in such WHITE proxy card or voting instruction form will vote your shares according to their best judgment.
Are stockholders entitled to appraisal or dissenters’ rights?
Under Delaware law, stockholders are not entitled to appraisal or dissenters’ rights with respect to the proposals presented in this Proxy Statement.
Who pays for the proxy solicitation related to the Annual Meeting?
The cost of soliciting proxies will be borne by the Company. In addition to sending you these materials by mail and electronically, the Company may use the services of its officers and other employees of the Company who will receive no special compensation for their services but may be reimbursed for their out of pocket expenses to contact you personally, by telephone, electronically, in writing or in person. We will also reimburse banks, brokers and other fiduciaries for their reasonable costs in forwarding these materials to the beneficial owners of our common stock. The Company has engaged Morrow Sodali LLC to assist with the solicitation of proxies and expects to pay approximately $12,500 for these services, plus expenses.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results during the Annual Meeting and publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final voting results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final results within four business days after the final results are known.
How do I obtain a separate set of proxy materials if I share an address with other stockholders?
To reduce expenses, in some cases, we are delivering one Notice or, where applicable, one set of the proxy materials, to certain stockholders who share an address, unless otherwise requested by one or more of the stockholders. For stockholders who request and receive hard copies of the proxy materials, a separate WHITE proxy card will be included with the proxy materials for each stockholder. For stockholders receiving a Notice, the Notice will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet or by telephone. If you have only received one Notice or one set of the proxy materials, you may request separate copies at no additional cost to you by calling us at (205) 554-6150 or by writing to us at Warrior Met Coal, Inc., 16243 Highway 216, Brookwood, Alabama 35444, Attn: Corporate Secretary. If you received a Notice and you would like to receive a paper or email copy of our proxy materials, you should follow the instructions in the Notice for requesting such materials.
You may also request separate paper proxy materials or a separate Notice for future annual meetings by following the instructions in the Notice for requesting such materials, or by contacting us by calling or writing.
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Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines to assist the Board and its committees in the exercise of their responsibilities. The Corporate Governance Guidelines, which can be found in the “Investors” section of the Company’s website at www.warriormetcoal.com (under the “Corporate Governance” link), set forth guiding principles and provide a flexible framework for the governance of the Company. The Corporate Governance Guidelines address, among other things, Board functions and responsibilities, management succession, Board membership and independence, Board meetings and Board committees, access to management, employees and outside advisors, and director orientation and continuing education. The Nominating and Corporate Governance Committee regularly reviews and reassesses the adequacy of the Corporate Governance Guidelines and recommends any proposed changes to the Board, and the full Board approves such changes as it deems appropriate.
Board Self Evaluation Process
Pursuant to the Corporate Governance Guidelines, the Board and each of its committees conduct annual evaluations of their performance, led by the Nominating and Corporate Governance Committee. The evaluations are intended to determine whether the Board and its committees are functioning effectively and fulfilling the requirements set forth in the Corporate Governance Guidelines or the committee’s charter, as applicable. The evaluations also provide the Board and its committees with an opportunity to reflect upon and improve processes and effectiveness. The evaluations include self-evaluations pursuant to which the directors are asked to examine their own contributions to the Board or committee, as appropriate, and potential areas of improvement.
Succession Planning
Also as required by the Corporate Governance Guidelines, the Nominating and Corporate Governance Committee has established, and the Board has reviewed, short- and long-term succession plans for the CEO and other senior management positions, including in the event of unanticipated vacancies in those offices. The Nominating and Corporate Governance Committee regularly reviews these management succession plans and seeks input from management when appropriate. With respect to director succession planning, the Corporate Governance Guidelines establish a mandatory retirement age for non-employee directors of 75, subject to exceptions that may be granted by the Board. The Guidelines also provide that a director who experiences a change in employment status should offer to resign from the Board, and the Nominating and Corporate Governance Committee will evaluate whether the Board should accept the resignation based on a review of whether the director continues to satisfy the Board’s membership criteria in light of the director’s new status.
Board Leadership Structure
The Board of Directors oversees the business and affairs of the Company and monitors the performance of its management. The basic responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be the best interests of the Company and its stockholders. Although the Board is not involved in the Company’s day-to-day operations, the directors keep themselves informed about the Company through meetings of the Board, reports from management and discussions with the Company’s NEOs. Directors also communicate with the Company’s outside advisors, as necessary.
In December 2022, in response to feedback received from the Company’s stockholders, the Board adopted a policy requiring that the role of the CEO and Chair of the Board be separate and that the Chair of the Board be independent under NYSE listing standards. The Board believes that this leadership structure promotes accountability, clarifies the individual roles and responsibilities of the CEO and Chair, and streamlines decision making. Pursuant to this policy, the Board elected J. Brett Harvey, an independent director, as the Chairman of the Board effective January 1, 2023. Previously, Mr. Williams served as non-executive Chairman, a position he held since March 2016, and Mr. Harvey served as lead independent director. As the Chairman of the Board, Mr. Harvey acts as the key liaison with the CEO, sets
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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis is designed to provide our stockholders with an explanation of our executive compensation philosophy and objectives, our 2023 executive compensation program and the compensation paid by us to the following named executive officers (or “NEOs”): Walter J. Scheller, III, Chief Executive Officer (“CEO”), Jack K. Richardson, Chief Operating Officer, Dale W. Boyles, Chief Financial Officer, Kelli K. Gant, Chief Administrative Officer and Corporate Secretary, and Charles Lussier, Chief Commercial Officer.
Overview
Warrior is a U.S.-based, environmentally, and socially minded supplier to the global steel industry. We are dedicated entirely to mining non-thermal metallurgical coal used as a critical component of steel production by metal manufacturers in Europe, South America, and Asia. Warrior is a large-scale, low-cost producer and exporter of premium quality steelmaking coal, also known as hard-coking coal (HCC), operating highly efficient longwall operations in its underground mines based in Alabama. The HCC that Warrior produces from the Blue Creek coal seam contains very low sulfur and has strong coking properties. The premium nature of Warrior’s HCC makes it ideally suited as a base feed coal for steelmakers and results in price realizations near the S&P Global Platts Index price.
Operating safely is a top priority for Warrior. We are committed to the wellbeing of our employees and the continued enhancement of a safety culture, ensuring that all employees return home safely to their families every day. We believe that long-term success requires a commitment to mine safety, environmental stewardship, and investing in our employees and the communities where we operate. We conduct business ethically and with transparency, adhering to best practices in corporate governance.
Impact of Current Events and Strategic Efforts on Compensation
The Company’s management team drove meaningful progress on strategic priorities to build significant, sustainable stockholder value during the year ended December 31, 2023, and the annual cash incentive awards for 2023 were earned at nearly the maximum level, reflecting performance that exceeded our short-term objectives. Our collective bargaining agreement with the UMWA expired on April 1, 2021, and the UMWA initiated a strike. Due to the strike, we initially idled Mine 4 and scaled back operations at Mine 7, but we were able to restart operations at Mine 4 during early 2022. On February 16, 2023, the labor union representing certain hourly employees announced that they were ending the strike and made an unconditional offer to return to work. The return-to-work process for eligible employees who wished to return to work has been completed.
Due to management’s ability to drive short-term performance above target levels despite the significant challenges facing the Company, the Compensation Committee believed it was appropriate to approve the payout of the annual cash incentive awards for 2023 at 170.00% of target. The 2023 annual cash incentive awards were earned at 197.18% of target, nearly the 200% maximum, but the Committee elected to exercise negative discretion with respect to the Company’s safety rate achievement due to one fatality that occurred during 2023 at Mine 4. Our commitment to creating a safe working environment for all employees remains central to our operations. The Committee also believed it was appropriate to approve the payout of the performance-based RSUs eligible to be earned for 2023 at 167.79% of target based on actual performance.
Additionally, in recognition of each NEO’s continued service to the Company in connection with the completion of the Blue Creek Mine project, which is critical to the long-term success and sustainability of the Company, and in order to incentivize each NEO to continue to work diligently toward the successful completion of this project, the Compensation Committee approved a one-time Transformational
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Proposal 2 on the WHITE Proxy Card — Advisory Vote on the Compensation of Our Named Executive Officers
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that we provide our stockholders with the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement in accordance with the rules of the SEC. We intend to continue to hold such an advisory vote on the compensation of our NEOs, commonly known as a “say-on-pay” vote, each year in connection with our annual meeting of stockholders until our Board of Directors determines that a different frequency for this advisory vote is in the best interests of our stockholders. The Company’s stockholders are being asked to vote, on an advisory basis, on “Proposal 3: Advisory Vote on Frequency of Future Say-On-Pay Votes” at the 2024 Annual Meeting of Stockholders. Should the “every year” option again be selected by the Company, our next stockholder advisory vote on executive compensation would be expected to occur at the 2025 Annual Meeting of Stockholders.
As described in detail in the Compensation Discussion and Analysis, we seek to align the interests of our NEOs with the interests of our stockholders and to reward performance that enhances stockholder returns. We believe that our compensation program has been, and will continue to be, successful in retaining and motivating our executive officers as necessary for the current and long-term success of the Company.
We are asking our stockholders to indicate their support for the compensation of our NEOs as described in this Proxy Statement. This proposal gives our stockholders the opportunity to express their views on the compensation of our NEOs. This vote is not intended to address any specific element of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, in accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are asking our stockholders to vote FOR the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the NEOs, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2023 Summary Compensation Table and the other related tables and narrative disclosures.”
While this “say-on-pay” vote is non-binding and advisory, the Board of Directors and the Compensation Committee value the opinions of our stockholders and intend to consider the vote of the Company’s stockholders when considering future compensation arrangements. To the extent there is any significant vote against the compensation of our NEOs as disclosed in this Proxy Statement, the Compensation Committee and Board will evaluate whether any actions are necessary to address the concerns of stockholders.
Required Vote for Approval and Recommendation of the Board of Directors
The approval, on an advisory basis, of the compensation of our NEOs, as described in the Compensation Discussion and Analysis, executive compensation tables and accompanying narrative in this Proxy Statement, requires an affirmative vote of a majority of the votes cast by stockholders participating in or represented by proxy at the virtual Annual Meeting and entitled to vote on the matter. Abstentions and broker non-votes (if any) are not counted as votes cast and will have no effect on the outcome of this proposal. Brokers, as nominees for the beneficial owners, may not exercise discretion in voting on this matter and may only vote on this proposal as instructed by the beneficial owners of the shares. Unless otherwise instructed, the proxy holders will vote proxies held by them FOR the approval, on an advisory basis, of the compensation of our NEOs. The outcome of this proposal is advisory in nature and is non-binding.
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Our Board of Directors recommends that stockholders vote FOR the compensation of our NEOs. |
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Required Vote and Recommendation of the Board of Directors
In order for any of the five non-binding stockholder proposals to be approved by the Company’s stockholders, such proposal would need to receive the affirmative vote of a majority of the votes cast “FOR” or “AGAINST” the proposals. Abstentions and broker non-votes (if any) will have no effect on the outcome of the vote.
The Board of Directors recommends that stockholders vote AGAINST each of the AFL-CIO proposals, except Proposal 6 (the non-binding stockholder proposal related to a proxy access bylaw provision), which the Board supports. The AFL-CIO’s non-binding stockholder proposals are Proposals 5 through 9 on the WHITE proxy card.
Proposal 5 on the WHITE Proxy Card
Non-binding Stockholder Proposal — “Poison Pill” Stockholder Approval Bylaw Provision
The AFL-CIO has submitted the following proposal:
“RESOLVED: Stockholders urge the Board of Directors to take the necessary steps to adopt a “poison pill” bylaw provision to require that any rights plan be submitted to a shareholder vote within one year of being adopted, extended or renewed by the Board of Directors.”
Statement of Opposition from the Board of Directors: The Board recommends that stockholders vote AGAINST this proposal for the following reasons:
The proposed “poison pill” stockholder approval bylaw provision is unnecessary.
The Board’s principal objective in adopting and maintaining the NOL Rights Agreement (as defined below) was, and continues to be, to serve the interests of all of our stockholders by protecting our substantial net operating loss carryforwards (“NOLs”). On February 14, 2020, the Board adopted a rights agreement (as amended, the “NOL Rights Agreement”) in an effort to preserve our ability to use our substantial NOLs to reduce our future tax liabilities. As of December 31, 2023, we had state NOLs of approximately $928.2 million. The Company’s stockholders ratified the NOL Rights Agreement at the 2020 Annual Meeting of Stockholders and ratified Amendment No. 1 to the NOL Rights Agreement, which extended the expiration date to April 19, 2026, at the 2022 Annual Meeting of Stockholders. The Board approved Amendment No. 2 to the NOL Rights Agreement in December 2023, which amendment simply increased the per share price of the Company’s preferred stock that is subject to the NOL Rights Agreement. In accordance with best governance practices, the Company has previously sought and will continue to seek stockholder ratification of the NOL Rights Agreement and any future amendments. Consequently, the “poison pill” stockholder approval bylaw provision is unnecessary.
As background, the NOL Rights Agreement is designed to serve the interests of all stockholders by preserving the availability of our NOLs, and is similar to plans adopted by other companies with significant NOLs. The NOL Rights Agreement supplements certain transfer restrictions contained in the Company’s certificate of incorporation, which transfer restrictions seek to prevent the Company from undergoing an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). The Company’s ability to use our substantial NOLs to reduce our future tax liabilities would be impaired if we undergo an “ownership change” as defined in Section 382 of the Code.
In general terms, the NOL Rights Agreement works by imposing a significant penalty upon any person or group that acquires 4.99% or more of the outstanding common stock, or any existing stockholder who currently owns 5.00% or more of the common stock that acquires any additional shares, without the approval of the Board. The Board has established procedures to consider requests to exempt certain acquisitions of the Company’s securities from the NOL Rights Agreement if the Board determines that
doing so would not limit or impair the availability of the NOLs or is otherwise in the best interests of the Company. The NOL Rights Agreement will expire on the earliest to occur of the close of business on April 19, 2026, the time at which the Board determines that the NOLs are fully utilized or no longer
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Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Pay vs Performance Disclosure |
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Pay vs Performance Disclosure, Table |
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below.
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Summary Compensation Table Total for PEO ($)(1) |
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Compensation Actually Paid to PEO ($)(1)(2)(3) |
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Average SCT Total for Non-PEO NEOs ($)(1) |
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Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)(3) |
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Value of Initial Fixed $100 Investment Based on: ($)(4) |
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Net Income ($) (in millions) |
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Adjusted EBITDA ($)(5) (in millions) |
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6,667,795 |
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13,934,625 |
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2,261,142 |
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4,173,766 |
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318.75 |
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218.23 |
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478.6 |
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698.9 |
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6,508,776 |
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11,156,444 |
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2,363,124 |
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3,440,123 |
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175.72 |
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178.99 |
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641.3 |
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994.2 |
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5,679,932 |
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5,192,986 |
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2,087,322 |
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2,044,041 |
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124.60 |
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157.75 |
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150.9 |
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457.0 |
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4,343,999 |
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4,426,909 |
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1,612,982 |
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1,716,748 |
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102.25 |
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116.44 |
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(35.8 |
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108.3 |
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(1) |
The PEO for each of 2023, 2022, 2021 and 2020 was Walter J. Scheller, III. The non-PEO NEOs for each of 2023, 2022, 2021 and 2020 were Jack K. Richardson (Chief Operating Officer), Dale W. Boyles (Chief Financial Officer), Kelli K. Gant (Chief Administrative Officer and Corporate Secretary), and Charles Lussier (Chief Commercial Officer). |
(2) |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
(3) |
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards columns are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |
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Summary Compensation Table Total for PEO ($) |
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Exclusion of Stock Awards for PEO ($) |
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Inclusion of Equity Values for PEO ($) |
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Compensation Actually Paid to PEO ($) |
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6,667,795 |
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(3,753,490 |
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11,020,320 |
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13,934,625 |
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6,508,776 |
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(3,453,483 |
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8,101,151 |
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11,156,444 |
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5,679,932 |
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(3,160,870 |
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2,673,924 |
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5,192,986 |
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4,343,999 |
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(2,023,959 |
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2,106,869 |
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4,426,909 |
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Average Summary Compensation Table Total for Non-PEO NEOs ($) |
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Average Exclusion of Stock Awards for Non-PEO NEOs ($) |
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Equity Values for Non-PEO NEOs ($) |
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Average Compensation Actually Paid to Non-PEO NEOs ($) |
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2,261,142 |
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(999,222 |
) |
|
|
|
2,911,846 |
|
|
|
|
4,173,766 |
|
|
|
|
|
2,363,124 |
|
|
|
|
(1,022,091 |
) |
|
|
|
2,099,090 |
|
|
|
|
3,440,123 |
|
|
|
|
|
2,087,322 |
|
|
|
|
(831,457 |
) |
|
|
|
788,176 |
|
|
|
|
2,044,041 |
|
|
|
|
|
1,612,982 |
|
|
|
|
(526,416 |
) |
|
|
|
630,182 |
|
|
|
|
1,716,748 |
| The amounts in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) |
|
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) |
|
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) |
|
Inclusion of Equity Values for PEO ($) |
|
|
|
|
9,795,305 |
|
|
|
|
587,789 |
|
|
|
|
637,226 |
|
|
|
|
11,020,320 |
|
|
|
|
|
7,349,174 |
|
|
|
|
267,335 |
|
|
|
|
484,642 |
|
|
|
|
8,101,151 |
|
|
|
|
|
2,497,465 |
|
|
|
|
111,743 |
|
|
|
|
64,716 |
|
|
|
|
2,673,924 |
|
|
|
|
|
2,128,756 |
|
|
|
|
6,251 |
|
|
|
|
(28,138 |
) |
|
|
|
2,106,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) |
|
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) |
|
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) |
|
Total-Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|
|
|
|
2,547,111 |
|
|
|
|
196,229 |
|
|
|
|
168,506 |
|
|
|
|
2,911,846 |
|
|
|
|
|
1,887,371 |
|
|
|
|
87,462 |
|
|
|
|
124,257 |
|
|
|
|
2,099,090 |
|
|
|
|
|
778,192 |
|
|
|
|
35,573 |
|
|
|
|
(25,589 |
) |
|
|
|
788,176 |
|
|
|
|
|
552,815 |
|
|
|
|
85,209 |
|
|
|
|
(7,842 |
) |
|
|
|
630,182 |
|
(4) |
The Peer Group TSR set forth in this table utilizes the S&P Metals and Mining Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P Metals and Mining Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
(5) |
We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023 and 2022. This performance measure may not have been the most important financial performance measure in prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. See the “Tabular List of Most Important Financial Performance Measures” for a definition of “Adjusted EBITDA” for purposes of this Pay Versus Performance section. |
|
|
|
|
Company Selected Measure Name |
Adjusted EBITDA
|
|
|
|
Named Executive Officers, Footnote |
The non-PEO NEOs for each of 2023, 2022, 2021 and 2020 were Jack K. Richardson (Chief Operating Officer), Dale W. Boyles (Chief Financial Officer), Kelli K. Gant (Chief Administrative Officer and Corporate Secretary), and Charles Lussier (Chief Commercial Officer).
|
|
|
|
Peer Group Issuers, Footnote |
The Peer Group TSR set forth in this table utilizes the S&P Metals and Mining Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P Metals and Mining Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
|
|
|
|
PEO Total Compensation Amount |
$ 6,667,795
|
$ 6,508,776
|
$ 5,679,932
|
$ 4,343,999
|
PEO Actually Paid Compensation Amount |
$ 13,934,625
|
11,156,444
|
5,192,986
|
4,426,909
|
Adjustment To PEO Compensation, Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total for PEO ($) |
|
Exclusion of Stock Awards for PEO ($) |
|
Inclusion of Equity Values for PEO ($) |
|
Compensation Actually Paid to PEO ($) |
|
|
|
|
6,667,795 |
|
|
|
|
(3,753,490 |
) |
|
|
|
11,020,320 |
|
|
|
|
13,934,625 |
|
|
|
|
|
6,508,776 |
|
|
|
|
(3,453,483 |
) |
|
|
|
8,101,151 |
|
|
|
|
11,156,444 |
|
|
|
|
|
5,679,932 |
|
|
|
|
(3,160,870 |
) |
|
|
|
2,673,924 |
|
|
|
|
5,192,986 |
|
|
|
|
|
4,343,999 |
|
|
|
|
(2,023,959 |
) |
|
|
|
2,106,869 |
|
|
|
|
4,426,909 |
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 2,261,142
|
2,363,124
|
2,087,322
|
1,612,982
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 4,173,766
|
3,440,123
|
2,044,041
|
1,716,748
|
Adjustment to Non-PEO NEO Compensation Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Summary Compensation Table Total for Non-PEO NEOs ($) |
|
Average Exclusion of Stock Awards for Non-PEO NEOs ($) |
|
Equity Values for Non-PEO NEOs ($) |
|
Average Compensation Actually Paid to Non-PEO NEOs ($) |
|
|
|
|
2,261,142 |
|
|
|
|
(999,222 |
) |
|
|
|
2,911,846 |
|
|
|
|
4,173,766 |
|
|
|
|
|
2,363,124 |
|
|
|
|
(1,022,091 |
) |
|
|
|
2,099,090 |
|
|
|
|
3,440,123 |
|
|
|
|
|
2,087,322 |
|
|
|
|
(831,457 |
) |
|
|
|
788,176 |
|
|
|
|
2,044,041 |
|
|
|
|
|
1,612,982 |
|
|
|
|
(526,416 |
) |
|
|
|
630,182 |
|
|
|
|
1,716,748 |
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the cumulative TSR over the four most recently completed fiscal years of the Company and the S&P Metals & Mining Index. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
|
|
|
|
Compensation Actually Paid vs. Net Income |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the four most recently completed fiscal years. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA
|
|
|
|
Total Shareholder Return Vs Peer Group |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the cumulative TSR over the four most recently completed fiscal years of the Company and the S&P Metals & Mining Index. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
|
|
|
|
Tabular List, Table |
Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2023 to Company performance. The measures in this table are not ranked.
|
|
|
|
|
|
|
Rationale for Use in the Company’s Incentive Compensation Program |
|
|
|
|
Adjusted EBITDA is used as a supplemental financial measure by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess: (i) our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis or capital structure; and (ii) the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities, such as Blue Creek. |
|
“Adjusted EBITDA” is a non-GAAP financial measure and is defined as net income (loss) before net interest expense (income), income tax expense (benefit), depreciation and depletion, non-cash asset retirement obligation accretion and valuation adjustments, non-cash stock compensation expense, other non-cash accretion and valuation adjustments, non-cash loss on gas hedges, loss on early extinguishment of debt, business interruption expenses, idle mine expenses and other income and expenses. |
|
|
This metric reflects management’s focus on operational efficiency. |
|
Money spent by the Company on acquiring fixed assets, such as machinery and equipment |
Cash cost of production per metric ton |
|
This metric reflects management’s focus on our key business strategy of maintaining and further improving our low-cost operating profile. |
|
Represents production costs divided by metric tons produced |
Continuous miner feet of advance |
|
This metric reflects management’s focus on operational efficiency. |
|
Represents the number of feet the continuous miner advances during a period |
|
|
This metric reflects management’s focus on operational efficiency. |
|
Represents the number of feet the longwall advances during a period |
Metrics tons of production |
|
This metric reflects management’s focus on maximizing profitable production. |
|
Metric tons of metallurgical coal produced from Mine 4 and Mine 7 |
|
|
Our dedication to safety is at the core of all of our overall operations as we work to further reduce workplace incidents by focusing on policy awareness and accident prevention. |
|
Total reportable incident rate (TRIR) |
|
|
|
|
Total Shareholder Return Amount |
$ 318.75
|
175.72
|
124.6
|
102.25
|
Peer Group Total Shareholder Return Amount |
218.23
|
178.99
|
157.75
|
116.44
|
Net Income (Loss) |
$ 478,600,000
|
$ 641,300,000
|
$ 150,900,000
|
$ (35,800,000)
|
Company Selected Measure Amount |
698,900,000
|
994,200,000
|
457,000,000
|
108,300,000
|
PEO Name |
Walter J. Scheller, III
|
|
|
|
Measure:: 1 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Adjusted EBITDA
|
|
|
|
Non-GAAP Measure Description |
“Adjusted EBITDA” is a non-GAAP financial measure and is defined as net income (loss) before net interest expense (income), income tax expense (benefit), depreciation and depletion, non-cash asset retirement obligation accretion and valuation adjustments, non-cash stock compensation expense, other non-cash accretion and valuation adjustments, non-cash loss on gas hedges, loss on early extinguishment of debt, business interruption expenses, idle mine expenses and other income and expenses.
|
|
|
|
Measure:: 2 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Capital expenditures
|
|
|
|
Measure:: 3 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Cash cost of production per metric ton
|
|
|
|
Measure:: 4 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Continuous miner feet of advance
|
|
|
|
Measure:: 5 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Longwall feet of advance
|
|
|
|
Measure:: 6 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Metrics tons of production
|
|
|
|
Measure:: 7 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Safety rate
|
|
|
|
PEO | Exclusion of Stock Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ (3,753,490)
|
$ (3,453,483)
|
$ (3,160,870)
|
$ (2,023,959)
|
PEO | Inclusion of Equity Values [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
11,020,320
|
8,101,151
|
2,673,924
|
2,106,869
|
PEO | YearEnd Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
9,795,305
|
7,349,174
|
2,497,465
|
2,128,756
|
PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
587,789
|
267,335
|
111,743
|
6,251
|
PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
637,226
|
484,642
|
64,716
|
(28,138)
|
PEO | Total Inclusion of Equity Values for PEO [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
11,020,320
|
8,101,151
|
2,673,924
|
2,106,869
|
Non-PEO NEO | Exclusion of Stock Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(999,222)
|
(1,022,091)
|
(831,457)
|
(526,416)
|
Non-PEO NEO | Inclusion of Equity Values [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
2,911,846
|
2,099,090
|
788,176
|
630,182
|
Non-PEO NEO | YearEnd Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
2,547,111
|
1,887,371
|
778,192
|
552,815
|
Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
196,229
|
87,462
|
35,573
|
85,209
|
Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
168,506
|
124,257
|
(25,589)
|
(7,842)
|
Non-PEO NEO | Total Inclusion of Equity Values for PEO [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ 2,911,846
|
$ 2,099,090
|
$ 788,176
|
$ 630,182
|