Jason Whitehead
About Jason Whitehead
Jason E. Whitehead is President and Chief Operating Officer of Alpha Metallurgical Resources (AMR), serving as COO since August 2019 and President since January 2023; he is 47 years old and holds B.S. degrees from Bluefield State College in civil and architectural engineering technology and an MBA from the University of Charleston . AMR’s 2024 Adjusted EBITDA was $408 million, and cumulative TSR (value of a $100 investment from 2019 year-end) reached $2,328 by 2024, indicating strong long-term value creation against a cyclical backdrop . Short-term AIB incentive metrics in 2024 paid at 103.58% of target, anchored in EBITDA, cost per ton, safety (NFDL) and environmental compliance performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpha Metallurgical Resources | President | Jan 2023–present | Senior leadership of operations and corporate execution |
| Alpha Metallurgical Resources | Chief Operating Officer | Aug 2019–present | Operational leadership across mines and processing |
| Alpha NR Holdings, Inc. | SVP – Operations | Jul 2016–Nov 2018 | Led operations post-restructuring of Predecessor Alpha |
| Alpha Metallurgical Resources | Operations Consultant | Dec 2018–Apr 2019 | Transitional operational support |
| Predecessor Alpha | VP – Operations | From Nov 2012 | Executive operations leadership |
| Predecessor Alpha, Massey Energy, others | Various operations roles | Prior to Nov 2012 | Operations and operations-support roles at coal companies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or roles disclosed for Whitehead in the proxy |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Payout (% of Target) | Actual Bonus ($) |
|---|---|---|---|---|
| 2022 | 650,000 | 100% (AIB Plan) | — | 845,000 |
| 2023 | 696,154 | 100% (AIB Plan) | — | 1,327,983 |
| 2024 | 700,000 | 100% (AIB Plan) | 103.58% | 725,060 |
| 2025 terms | 750,000 (effective Jan 31, 2025; auto 5% annual increase) | 110% target; 220% max (AIB Plan) | — | — |
Perquisites (2024) for Whitehead included 401(k) match $13,800, group term life imputed income $4,950, company vehicle use $16,735, mobile phone allowance $900, and limited personal aircraft use $242 .
Performance Compensation
2024 Annual Incentive Bonus (AIB) – Metrics and Outcomes
| Performance Metric | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | 2024 Performance | Payout as % of Target | Contribution to Aggregate |
|---|---|---|---|---|---|---|---|
| AIB EBITDA | 35% | $400.9M | $572.7M | $744.5M | $435.27M | 60% | 21.00% |
| Cost of Coal Sales per Ton – Met | 35% | $117.41 | $109.73 | $102.05 | $109.53 | 102.60% | 35.91% |
| Safety – NFDL | 20% | 1.44 | 1.29 | 1.05 | 1.21 | 133.4% | 26.67% |
| Environmental Compliance | 10% | 107 | 93 | 81 | 41 | 200% | 20.00% |
| Total | 100% | — | — | — | — | — | 103.58% |
2024 LTIP Structure and Grants
- RSUs vest ratably on Jan 24, 2025, 2026, 2027; PSUs have a three-year performance period ending Dec 31, 2026 and cliff-vest Jan 24, 2027 .
- PSU metrics and weightings: rTSR 40%, Safety NFDL 30%, Underground FPS 22.5%, Surface YPD 7.5% .
| Award Type | Grant Date | Shares/Units | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | 1/24/2024 | 2,128 | Equal installments 2025–2027 | 853,179 |
| PSUs – Safety & Production Tranche | 1/24/2024 | Threshold 639; Target 1,277; Max 2,554 | Cliff on 1/24/2027, based on metrics | 511,988 |
| PSUs – rTSR Tranche | 1/24/2024 | Threshold 426; Target 851; Max 1,702 | Cliff on 1/24/2027; capped at 100% if TSR negative | 451,949 |
PSU Payouts from Prior Cycles (Company-wide metrics)
| Performance Period | Metric | Weight | Actual Performance (% of Target) | Weighted Target % Earned |
|---|---|---|---|---|
| 2022–2024 | Safety – NFDL | 30% | 156.94% | 47.08% |
| 2022–2024 | FPS (Underground) | 22.5% | 20.75% | 4.67% |
| 2022–2024 | YPD (Surface) | 7.5% | 94.81% | 7.11% |
| 2022–2024 | rTSR | 40% | 186.23% | 74.49% |
| 2022–2024 Total | — | 100% | — | 133.35% |
| 2021–2023 | Safety – NFDL | 30% | 179.17% | 53.75% |
| 2021–2023 | FPS (Underground) | 22.5% | 17.93% | 4.03% |
| 2021–2023 | YPD (Surface) | 7.5% | 146.63% | 11.00% |
| 2021–2023 | rTSR | 40% | 200.00% | 80.00% |
| 2021–2023 Total | — | 100% | — | 148.78% |
Stock Vested in 2024 (Value Realized)
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Jason E. Whitehead | 104,430 | 41,171,270 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 14,504 shares; <1% of outstanding (13,052,684 shares outstanding as of Mar 10, 2025) |
| Outstanding Equity (12/31/2024) – RSUs Unvested | 3,797 (1/25/2022): $790,706; 3,433 (1/25/2023): $693,672; 2,128 (1/24/2024): $425,855 |
| Outstanding Equity (12/31/2024) – PSUs Not Vested | 15,194 (1/25/2022 at 133.35% performance): $3,164,060; 5,149 (1/25/2023): $1,040,407; 2,128 (1/24/2024): $425,855 |
| Options Outstanding | None; no options, warrants or rights outstanding |
| Ownership Guidelines | Executives must hold 3x base salary; CEO 5x; NEOs are either compliant or on track within 5 years |
| Hedging/Pledging | Company prohibits hedging and pledging/margin accounts for executives |
| Deferred Compensation | Aggregate balance $155,906; 2024 earnings $7,660; no company contributions in 2024 |
Employment Terms
| Term | Provision |
|---|---|
| Agreement | New employment agreements effective Jan 31, 2025 for NEOs; initial term through Jan 31, 2028; auto-renew for 1-year terms unless 90 days’ notice |
| Base Salary | $750,000 for Whitehead; automatic 5% increase each Jan 1 during term |
| Annual Bonus | Target 110% and maximum 220% of salary under AIB Plan, subject to performance criteria |
| LTIP Target | 235% of base salary under LTIP |
| Restrictive Covenants | Non-compete 1 year post-termination; non-solicit 1 year; confidentiality perpetual; non-disparagement perpetual (KESP terms) |
| Clawback | Executive Officer Incentive Compensation Recoupment Policy requires recovery of erroneously awarded incentive compensation in event of accounting restatement (regardless of misconduct) |
| Tax Gross-Ups | No excise tax gross-ups; “best net” treatment to avoid 4999 taxes if applicable |
Severance and Change-in-Control Economics (as of 12/31/2024 under KESP)
| Scenario | Cash Severance ($) | Equity & Cash Award Acceleration ($) | Pro-Rata Bonus ($) | Outplacement ($) | COBRA & Life Insurance ($) |
|---|---|---|---|---|---|
| Qualifying Termination (Non-CIC) | 2,100,000 | 4,700,453 | 700,000 | 15,000 | 53,707 |
| Qualifying Termination (CIC) | 2,800,000 | 4,700,453 | 700,000 | 15,000 | 53,707 |
Notes:
- KESP severance multiples: generally 1.5x salary+target bonus for NEOs outside CIC, and 2x in CIC window; plus pro-rated bonus and benefit coverage .
- Other NEO Employment Agreements entered Jan 31, 2025 terminated KESP participation but provide similar severance benefits with enhanced CIC terms .
Investment Implications
- Pay-for-performance alignment: Majority of compensation is variable; LTIP split evenly between RSUs and PSUs tied to rTSR, safety, and production; 2024 AIB balanced across EBITDA, cost per ton, safety and environmental compliance, with payout at 103.58% of target, indicating rigorous but attainable design .
- Retention risk appears contained: New employment agreements through 2028 with automatic annual salary step-ups, double-trigger CIC protection, and standardized severance suggest stability of leadership and reduced flight risk .
- Alignment safeguards: Strong stock ownership guidelines, anti-hedging/anti-pledging policies, and clawback framework reduce misalignment and governance risk; no options outstanding lowers repricing risk .
- Execution signals: PSU results highlight sustained outperformance on rTSR and safety but weaker underground productivity (FPS) in prior cycles, a focal area for operational improvement and incentive risk calibration .