Charles Andrew Eidson
About Charles Andrew Eidson
C. Andrew “Andy” Eidson, age 49, is Chief Executive Officer and a director of Alpha Metallurgical Resources, Inc. (AMR) since January 2023; he previously served as President and CFO from December 2020, EVP & CFO from July 2016, interim Co-CEO (May–July 2019), and held senior roles at Predecessor Alpha, PwC, Eastman Chemical, and Penn Virginia Resource Partners. He holds a B.S. in Commerce and Business Administration (University of Alabama) and an MBA (Milligan College) . AMR’s cumulative TSR was 2,328.20 at YE 2024 (base $100 at YE 2019), with GAAP net income of $188M and Adjusted EBITDA of $408M in 2024, illustrating strong long-run value creation albeit cyclicality versus 2022–2023 peaks . Long-term LTIP rTSR outcomes were robust: 2022–2024 TSR 328.72% (2nd rank) and 2021–2023 TSR 2,722.18% (1st rank) driving high PSU payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpha Metallurgical Resources, Inc. | Chief Executive Officer and Director | 2023–present | Led post-peak cycle operations, capital allocation; maintains independent Board Chair structure |
| Alpha Metallurgical Resources, Inc. | President & CFO | Dec 2020–Jan 2023 | Managed finance and operations through commodity cycle; supported safety and cost metrics alignment in AIB |
| Alpha Metallurgical Resources, Inc. | EVP & CFO | Jul 2016–Dec 2020 | Post-bankruptcy emergence finance leadership; established LTIP architecture emphasizing rTSR and operating metrics |
| Alpha Natural Resources, Inc. (Predecessor Alpha) | EVP & CFO | Mar 2016–2016; company filed Ch. 11 in 2015 | Led restructuring finance; positioned for successor entity |
| Alpha Natural Resources, Inc. (Predecessor Alpha) | SVP Strategy & Business Development | 2015 | Corporate strategy, portfolio optimization |
| Alpha Natural Resources, Inc. (Predecessor Alpha) | VP Mergers & Acquisitions | 2014 | Led M&A for coal segment |
| Alpha Natural Resources, Inc. (Predecessor Alpha) | Various finance roles | 2010–2014 | Budgeting/planning; led M&A projects |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Finance roles | Not disclosed | Foundation in audit/tax supporting capital markets rigor |
| Eastman Chemical Company | Finance roles | Not disclosed | Industrial finance expertise relevant to commodity cycles |
| Penn Virginia Resource Partners | Led coal segment M&A; budgeting/planning | Not disclosed | Energy/mining deal execution experience |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 840,385 | 850,000 |
| Stock Awards – Grant Date Fair Value ($) | 1,425,156 | 3,172,948 | 2,941,754 |
| Non-Equity Incentive Plan Compensation ($) | 780,000 | 1,852,461 | 1,100,538 |
| Total Compensation ($) | 3,201,592 | 6,053,361 | 4,945,893 |
| Pay Mix (% at risk – 2024) | — | — | ~81% at-risk (target basis) |
Notes:
- Effective Jan 31, 2025, new CEO Employment Agreement sets annual base salary at $1,000,000 with automatic 5% increases each Jan 1 during term .
Performance Compensation
2024 Annual Incentive Bonus (AIB) – Metrics, Weighting, Targets, Actuals, Payout
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout as % of Target |
|---|---|---|---|---|---|---|
| AIB EBITDA | 35% | $400.9M | $572.7M | $744.5M | $435.27M | 60.0% |
| Cost of Coal Sales per Ton – Met | 35% | $117.41 | $109.73 | $102.05 | $109.53 | 102.6% |
| Safety – NFDL | 20% | 1.44 | 1.29 | 1.05 | 1.21 | 133.4% |
| Environmental Compliance (water exceedances) | 10% | 107 | 93 | 81 | 41 | 200% |
| Aggregate Bonus Earned | 100% | — | — | — | — | 103.58% |
| CEO Target vs Actual Bonus ($) | — | — | $1,062,500 | — | — | $1,100,538 |
AIB definitions/exclusions are detailed and differ from GAAP; 2024 Adjusted EBITDA was $407.75M under the Annual Report reconciliation; AIB exclusions totaled $27.52M to reach $435.27M under plan .
LTIP PSUs – 2022–2024 Performance Payout (Earned 133.35% of Target)
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual Performance | Weighted Target % Earned |
|---|---|---|---|---|---|---|
| Safety – NFDL (3-year average) | 30% | Annual thresholds set by committee | Annual targets | Annual maxima | 156.94% | 47.08% |
| Underground Production – FPS | 22.5% | 92% of target | 100% | 108% | 20.75% | 4.67% |
| Surface Production – YPD | 7.5% | 92% of target | 100% | 108% | 94.81% | 7.11% |
| Relative TSR (peer-ranked) | 40% | 5th | Median (3rd) | 1st | 186.23% (TSR 328.72%, 2nd) | 74.49% |
| Total Earned | 100% | — | — | — | — | 133.35% |
2024 grants: PSUs weight rTSR 40%, NFDL 30%, FPS 22.5%, YPD 7.5%; performance period ends 12/31/2026; vests 1/24/2027 subject to employment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Direct shares) | 21,315 shares |
| Shares Outstanding (for % calc) | 13,052,684 as of Mar 10, 2025 |
| Ownership as % of Outstanding | ~0.16% (21,315 / 13,052,684; calculated from proxy data) |
| Unvested RSUs (by grant year) | 3,445 (2024); 5,558 (2023); 3,505 (2022) |
| Unvested PSUs (by grant year) | 3,445 (2024 target); 8,337 (2023 target); 14,025 (2022 at actual performance) |
| Upcoming Vesting (RSUs) | Vests ratably on Jan 24, 2025, 2026, 2027 |
| Upcoming Vesting (PSUs) | Earned PSUs vest Jan 24, 2027 for 2024 grant cycle |
| Value Realized on Vesting (2024) | 97,591 shares vested; $38,471,486 value realized (includes dividends) |
| Stock Ownership Guidelines (Executive) | CEO must hold 5x base salary; executives have 5-year transition; NEOs in compliance/on track |
| Hedging/Pledging | Prohibited; no margin or pledging allowed |
Employment Terms
| Term | CEO Employment Agreement (effective Jan 31, 2025) |
|---|---|
| Role & Term | CEO; initial term through Jan 31, 2028; auto-renews for successive 1-year terms unless either party gives ≥90 days’ notice |
| Base Salary | $1,000,000; automatic 5% increase each Jan 1 during term |
| Annual Bonus (AIB Plan) | Target 125% of salary; Maximum 250% |
| LTIP Target | 350% of salary |
| Severance (No CIC) | 2x salary + 2x target bonus paid over 24 months; full vesting of unvested tranches; performance awards pro-rated and settle at target; pro-rata target annual bonus for year of termination; COBRA/life insurance “Continuation Benefits” up to earliest of age 65, other employer eligibility, or 18 months |
| Severance (With CIC; termination in 90 days before to 12 months after) | 2.5x salary + 2.5x target bonus paid in lump sum; service-vest all equity; performance awards remain subject to performance; pro-rata target annual bonus; Continuation Benefits |
| Triggers | Double-trigger for severance in CIC window (termination without Cause or resignation for Good Reason) |
| Non-Compete | Two years post-termination |
| Clawback Policy | Mandatory recovery upon accounting restatement for incentive-based pay, regardless of misconduct |
| Hedging/Pledging | Prohibited |
| Tax Gross-ups | None; “best net” treatment to avoid 4999 excise tax where applicable |
Board Governance
- Board Service: Director since Jan 2023; tenure ~2.3 years as of May 7, 2025 .
- Committee Memberships: Safety, Health and Environmental Committee member; not on Audit, Compensation, or Nominating/Governance .
- Independence: Only management director; all other directors are independent under NYSE rules .
- Attendance: Board held six meetings in 2024; each current director attended at least 75% of board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Board Leadership: Independent Chair (Michael Gorzynski); no Lead Independent Director currently because Chair is independent .
- Director Compensation: Eidson received no additional compensation for board service in 2024 .
- Executive Sessions: Non-management directors meet in executive session in connection with quarterly meetings .
Director Compensation (Board Program Overview; Eidson receives none)
- Non-Employee Director Annual Compensation: $100,000 cash retainer; $125,000 RSUs (20-Day VWAP); additional fees for Chair/committee roles; some elect RSUs in lieu of cash .
- Standard RSU Vesting: Generally vests the day before the first anniversary of grant; accelerates upon change in control or certain mid-year departures .
- Director Ownership Guidelines: 5x annual cash retainer within five years; all non-employee directors in compliance or on track as of YE 2024 .
- 2024 Director Compensation table available in proxy .
Compensation Committee Analysis
- Committee Members (2024): Daniel D. Smith (Chair), Kenneth S. Courtis, Michael Gorzynski; all independent and non-employee under NYSE and Rule 16b-3 .
- Consultant: Meridian Compensation Partners retained; independent, no conflicts; advises on peer benchmarking, plan design, disclosures .
- Peer Group (2024): Alliance Resource Partners, Arch Resources, ATI, Carpenter Technology, CONSOL Energy, Kaiser Aluminum, Metallus, Peabody Energy, Radius Recycling, Ryerson Holding, SunCoke Energy, Tronox, Warrior Met Coal, Worthington Steel; targets generally near/above median .
- Say-on-Pay: 2023 compensation approved by ~96% of votes; committee made no significant program changes in 2024 given strong support .
Equity Grants and Vesting Schedules
| Grant Type | 2024 Detail | Vesting | Notes |
|---|---|---|---|
| RSUs (2024 grant) | 3,445 shares | Ratable on Jan 24, 2025, 2026, 2027 | Settled in shares; continuous employment required |
| PSUs (2024 grant) | 3,445 target shares (split by metrics) | Earned based on 3-year performance (ends 12/31/2026); vests Jan 24, 2027 | rTSR 40%, NFDL 30%, FPS 22.5%, YPD 7.5% |
| PSU payout (2022–2024) | Earned 133.35% of target; rTSR 186.23% performance | Paid at vest (Jan 25, 2025) | Peer ranking froze at merger announcement for certain peers |
Compensation Structure Diagnostics
- Mix: Majority “at risk”; 2024 CEO target pay ~81% variable (bonus + LTIP) .
- Short-term Metrics: Balanced financial (EBITDA, cost per ton) and safety/environmental KPIs; 2024 payout at 103.58% of target .
- Long-term Metrics: Heavy weighting to rTSR with operational safety/productivity measures; strong rTSR outcomes supported above-target PSU payouts .
- Options: Company does not currently grant options; all prior options fully vested by March 7, 2020 .
- Clawback: Compliant with SEC rule; restatement triggers mandatory recovery regardless of misconduct .
- Perquisites: 2024 imputed income for company aircraft non-business use ($18,831), vehicle use ($14,940) and other minor items; 401(k) match $13,800 .
Say-On-Pay & Shareholder Feedback
- 2023 Say-on-Pay approval ~96% of votes cast; program stability maintained in 2024 .
- 2024 Pay Ratio: CEO total compensation vs. median employee = 54.3:1 .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited, reducing misalignment risk .
- Related Party Transactions: None requiring disclosure as of proxy date .
- Change-in-Control Economics: Double-trigger severance; CIC severance paid lump sum under new agreement; performance awards remain subject to goals (no automatic max payout) .
- Tax Gross-Ups: None; “best net” approach to avoid 4999 excise tax .
- Governance Structure: Independent Chair; independent committees; executive sessions each quarter .
Equity Ownership & Upcoming Supply Considerations
| Item | Date | Amount |
|---|---|---|
| RSU Tranche Vest | Jan 24, 2026 | Portion of 2024/2023 grants (ratable schedule) |
| RSU Tranche Vest | Jan 24, 2027 | Final RSU tranches |
| PSU Vest (2024 grant cycle) | Jan 24, 2027 | Earned PSUs settle in shares |
| 2024 Vested Shares | Various 2024 vest events | 97,591 shares; $38.47M value realized |
Note: Company prohibits pledging/margin; insider trading policy governs timing; vesting events may add supply, but sale decisions are not disclosed here .
Investment Implications
- Alignment strong: High at-risk mix, rTSR-weighted PSUs, safety/environmental and cost discipline in AIB, and strict anti-hedging/pledging policies support owner-like behavior .
- Retention: New employment agreement (through Jan 31, 2028 with auto-renewal) plus competitive bonus/LTIP targets and non-compete (2 years) mitigate turnover risk; severance terms are market-normal, double-trigger in CIC .
- Upcoming vesting: Significant RSU/PSU vesting through 2027 could create episodic selling pressure; 2024 vest realizations were sizable, though actual dispositions are not detailed in proxy .
- Performance linkage: 2024 bonus paid slightly above target (103.58%), driven by strong safety/environmental results and on-target metallurgical cost; EBITDA under plan was near threshold, reflecting cycle normalizing vs prior peaks .
- Governance checks: Independent Chair and committee structure, quarterly executive sessions, robust clawback, and no related party transactions lower governance risk; say-on-pay support remains high (96%) .