Daniel Smith
About Daniel D. Smith
Daniel D. Smith, age 72, has served as an independent director of Alpha Metallurgical Resources, Inc. (AMR) since February 2021, with 4.3 years of tenure as of May 7, 2025. He is a licensed professional mining engineer with over three decades at Norfolk Southern, retiring as Senior Vice President, Energy & Properties in 2013 after prior roles as President of NS Development and President of Pocahontas Land Corporation. He holds a bachelor’s degree in industrial engineering and operations research from Virginia Tech. The board has determined he is independent and an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk Southern Corporation | Senior Vice President, Energy & Properties | Retired 2013 | Senior leadership overseeing energy and properties functions |
| Norfolk Southern Development | President | Not disclosed | Corporate development leadership |
| Pocahontas Land Corporation | President | Not disclosed | Leadership in land/resource operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blackhawk Mining, LLC | Director | Prior | Prior public company board experience |
| Patriot Coal Corporation | Director | Prior | Prior public company board experience |
| Corsa Coal Corp | Director | Prior | Prior public company board experience |
| Various coal industry professional boards | Board member | Prior | Industry governance participation |
Board Governance
- Committee assignments and chair roles (2025 Proxy Committee Membership table):
- Audit Committee: Member; designated Audit Committee Financial Expert.
- Compensation Committee: Chair.
- Nominating & Corporate Governance Committee: Member.
- Safety, Health & Environmental (SHE) Committee: Member.
- Independence and committee independence:
- Board determined all non-management director nominees (including Smith) are independent under NYSE standards; all audit and compensation committee members meet heightened independence standards.
- Attendance and engagement:
- Board held six meetings in 2024; each current director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Committee activity levels in 2024:
- Audit (4), Compensation (5), Nominating & Corporate Governance (6), SHE (4) meetings.
- Committee reports:
- Audit Committee Report signatories include Shelly Lombard (Chair), Joanna Baker de Neufville, and Daniel D. Smith.
- Compensation Committee Report signatories include Daniel D. Smith (Chair), Kenneth S. Courtis, and Michael Gorzynski.
- Board leadership:
- Michael Gorzynski is Chair of the Board.
Fixed Compensation
- Director compensation policy (2024 Compensation Year commencing May 2, 2024):
- Annual cash retainer: $100,000.
- Additional annual chair/member fees:
- Audit Committee: Chair $30,000; Member $10,000.
- Compensation Committee: Chair $20,000; Member $10,000.
- SHE Committee: Chair $15,000; Member $5,000.
- Nominating & Corporate Governance Committee: Chair $12,000; Member $5,000.
- Retainers paid quarterly in advance; elections to receive RSUs in lieu of cash are permitted (some directors elected RSUs; Smith’s table shows cash received).
- Actual 2024 director compensation for Daniel D. Smith:
- Fees earned/paid in cash: $142,671.
- Total compensation: $265,213.
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (policy) | 100,000 | Policy rate for non-employee directors |
| Committee chair/member fees (policy, based on roles) | See policy | Comp Chair $20,000; Audit Member $10,000; Nominating Member $5,000; SHE Member $5,000 |
| Fees earned (actual) | 142,671 | Cash paid in 2024 |
| Total compensation | 265,213 | Sum of cash + stock awards |
Performance Compensation
- Equity award structure:
- Annual RSU award sized at $125,000 divided by the 20-Day VWAP (granted May 2, 2024 for the 2024 Compensation Year).
- Vesting generally occurs on the day immediately preceding the first anniversary of grant; unvested RSUs vest in full upon change-in-control or qualifying mid-year board departure (other than for cause) after six months into the Compensation Year; forfeiture upon separation for cause.
- Some directors may elect RSUs in lieu of cash; RSU grants and fair values detailed in footnotes.
- 2024 RSU grant details for Daniel D. Smith:
- 380 RSUs granted on May 2, 2024 at $322.48 grant-date fair value per share (aggregate fair value $122,542).
| Grant Date | RSUs Granted | Fair Value Per Share ($) | Grant-Date Fair Value ($) | Vesting | Acceleration Terms | Performance Metrics |
|---|---|---|---|---|---|---|
| May 2, 2024 | 380 | 322.48 | 122,542 | Time-based; vests day before 1st anniversary of grant | Full vesting upon change-in-control or qualifying mid-year board departure (other than cause) after six months into Compensation Year; forfeiture if separation for cause | None disclosed for director RSUs (time-based awards) |
Other Directorships & Interlocks
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| AMR (Alpha Metallurgical Resources, Inc.) | Director; Compensation Committee Chair; Audit/Nominating/SHE Member | Current | Independent; Audit Committee Financial Expert |
| Blackhawk Mining, LLC | Director | Prior | Coal industry board experience |
| Patriot Coal Corporation | Director | Prior | Coal industry board experience |
| Corsa Coal Corp | Director | Prior | Coal industry board experience |
| Coal industry professional boards | Board member | Prior | Governance involvement in sector |
- Independence review found Smith independent; no related-party or interlock concerns disclosed in the proxy sections reviewed.
Expertise & Qualifications
- Audit Committee Financial Expert designation; financially literate under NYSE rules.
- Licensed professional mining engineer; extensive natural resources/energy and industrial operations experience.
- Senior leadership and public company board experience.
Equity Ownership
- Beneficial ownership (as of March 10, 2025):
- Shares owned: 5,680.
- Right to acquire within 60 days (RSUs): 380.
- Total: 6,060; less than 1% of 13,052,684 shares outstanding.
- Director stock ownership guidelines:
- Required to accumulate and maintain equity equal to at least 5x annual cash retainer within five years; as of end of 2024, all non-employee directors were either compliant or on track.
| Holder | Shares Owned | Right to Acquire (60 days) | Total | % of Shares Outstanding | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Daniel D. Smith | 5,680 | 380 | 6,060 | <1% | 13,052,684 shares (03/10/2025) |
Governance Assessment
- Board effectiveness and engagement:
- Active leadership roles (Compensation Committee Chair; Audit/Nominating/SHE committee memberships) suggest deep involvement across financial oversight, pay, governance, and safety/environmental risk areas.
- Attendance met board guidelines (≥75% of meetings) and full participation at the annual meeting, supporting engagement.
- Independence and alignment:
- Board’s annual independence review affirms Smith’s independence; Audit and Compensation committees composed solely of independent directors, with Smith meeting heightened standards.
- Equity grants and ownership guidelines (5x retainer within five years) align director incentives with shareholders; Smith holds RSUs and shares, with directors either compliant or on track.
- Compensation structure signals:
- Director pay is balanced between cash retainer and time-based RSUs sized to a fixed $125k value via 20-Day VWAP; Smith received $142,671 cash and $122,542 equity in 2024.
- Change-in-control full vesting for director RSUs is shareholder-sensitive; while common, automatic acceleration is a governance consideration for pay-for-performance alignment.
- Shareholder support:
- Say-on-pay for executives approved at ~96% in 2024, reflecting strong investor support for compensation oversight under the Compensation Committee chaired by Smith.
- Potential conflicts and red flags:
- No related-party transactions or pledging disclosed for Smith in the proxy sections reviewed; prior coal sector directorships and rail industry background provide domain expertise but did not preclude independence under NYSE standards.
- Non-business aircraft use was disclosed for other directors, not Smith; no perquisites reported for Smith in 2024.
Overall, Smith’s chairmanship of the Compensation Committee and Audit Committee Financial Expert status, combined with solid attendance and independence, support investor confidence in board oversight, with the main governance watchpoint being automatic RSU acceleration on change-in-control for directors.