Joanna Baker de Neufville
About Joanna Baker de Neufville
Independent director of Alpha Metallurgical Resources since January 2023 (tenure ~2.3 years as of May 7, 2025); age 46. Principal at De Neufville & Company, L.P. since 2020; prior roles include COO/CFO of Tamara Mellon Brand, CEO/co‑founder of HealthLeap (sold in 2011), and equities division at Goldman Sachs. Education: MBA, Harvard Business School; BA, Dartmouth College. Nonprofit boards: Society of Memorial Sloan Kettering Cancer Center and The Roxiticus Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| De Neufville & Company, L.P. | Principal | Since 2020 | Oversees investment portfolio |
| Tamara Mellon Brand | COO/CFO | Prior to strategy consulting stint (3 years before 2020) | Operational and financial leadership |
| HealthLeap | CEO & Co‑Founder | Sold in 2011 | Built and exited online medical portal |
| Goldman Sachs | Equities Division | Early career | Capital markets experience |
| Strategy Consulting | Consultant | ~2017–2020 (three years pre‑2020) | Corporate strategy work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Society of Memorial Sloan Kettering Cancer Center | Board Member | Current | Nonprofit governance |
| The Roxiticus Foundation | Board Member | Current | Nonprofit governance |
Board Governance
- Independence: Board determined all non‑management director nominees (including Baker de Neufville) are independent under NYSE and SEC rules; only independent directors serve on Audit, Compensation, and Nominating committees . She is also designated an Audit Committee Financial Expert .
- Committee assignments: Member, Audit Committee; Chair, Safety, Health & Environmental (SHE) Committee .
- Attendance/engagement: Board held six meetings in 2024; each serving director attended ≥75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Leadership: Chair of the Board is independent (Michael Gorzynski); therefore no current Lead Independent Director . All standing committee chairs are independent .
- Risk oversight: Audit oversees financial reporting and compliance; SHE committee oversees safety/health/environmental objectives, audits, and policy responses; Compensation oversees pay risk .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 4 |
| Safety, Health & Environmental | Chair | 4 |
Fixed Compensation
- Program structure: Non‑employee directors receive annual cash retainer ($100,000) and annual RSU grant ($125,000 ÷ 20‑Day VWAP), plus incremental chair/member fees by committee; some directors may elect RSUs in lieu of cash retainers/fees. RSUs generally vest the day before the first anniversary of grant; accelerate upon change in control or certain separation; no stock options are currently granted .
- 2024 election: Baker de Neufville elected RSUs in lieu of annual cash retainer and committee compensation for the 2024 Compensation Year .
| 2024 Director Pay (USD) | Amount |
|---|---|
| Fees Earned/Paid in Cash | $25,000 |
| Stock Awards (Grant‑date fair value) | $246,575 |
| All Other Compensation | — |
| Total | $271,575 |
| 2024 RSU Detail | Grant Date | Shares | Grant‑date FV/Share |
|---|---|---|---|
| Annual RSU award | May 2, 2024 | 380 | $322.48 |
| RSUs in lieu of cash retainer & committee comp (CY2024) | May 2, 2024 | 379 | $322.48 |
| RSUs for pro‑rated committee chair comp (remainder of 2023 comp year) | Feb 29, 2024 | 5 | $362.62 |
| Chair/Member Fee Schedule (Annual) | Chair Fee | Member Fee |
|---|---|---|
| Board Chair | $100,000 | n/a |
| Audit | $30,000 | $10,000 |
| Compensation | $20,000 | $10,000 |
| Safety, Health & Environmental | $15,000 | $5,000 |
| Nominating & Corporate Governance | $12,000 | $5,000 |
- Ownership guidelines: Directors must hold ≥5× annual cash retainer within 5 years; as of end‑2024, all non‑employee directors were in compliance or on track .
Performance Compensation
- Directors: No performance‑based director compensation disclosed; director awards are time‑based RSUs (no options, no PSUs) .
- Company executive incentive metrics (context for board oversight of pay‑for‑performance):
| 2024 AIB Plan Metric | Weight | Threshold | Target | Max | Actual Performance | Payout vs Target |
|---|---|---|---|---|---|---|
| AIB EBITDA | 35% | $400.9M | $572.7M | $744.5M | $435.27M | 60.0% |
| Cost of Coal Sales/Ton – Met | 35% | $117.41 | $109.73 | $102.05 | $109.53 | 102.60% |
| Safety – NFDL | 20% | 1.44 | 1.29 | 1.05 | 1.21 | 133.4% |
| Environmental Compliance (water exceedances) | 10% | 107 | 93 | 81 | 41 | 200.0% |
| Aggregate AIB Bonus Earned | 100% | — | — | — | — | 103.58% |
- LTIP PSU metrics (3‑yr period ending 12/31/2026): rTSR (40%), NFDL (30%), FPS (22.5%), YPD (7.5%); payouts 0–200% of target; PSUs vest 1/24/2027 .
Other Directorships & Interlocks
| Public Company Boards | Role | Notes |
|---|---|---|
| None disclosed | — | No current or prior public company boards disclosed for Baker de Neufville in AMR proxy . |
- Related party transactions: Company reports no related person transactions meeting SEC disclosure thresholds as of proxy date .
- Board interlocks: Compensation Committee Interlocks – none reported for 2024 (no Alpha executive serving on another entity’s compensation committee with reciprocity) .
Expertise & Qualifications
- Audit/financial expertise: Determined by board to be an Audit Committee Financial Expert; member of the Audit Committee .
- Operational/financial leadership: Prior COO/CFO; capital markets grounding from Goldman Sachs .
- Strategy and M&A/BD exposure through prior roles; nonprofit governance experience .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (≤60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Joanna Baker de Neufville | 8,315 (incl. 3,100 held by spouse) | 759 RSUs | 9,074 | <1% |
- Ownership alignment: Director stock ownership guidelines (≥5× cash retainer) in place; directors compliant or on track as of end‑2024 .
- Hedging/pledging: Company policy prohibits hedging and pledging of Alpha securities by directors/officers/employees; margin accounts also prohibited .
Governance Assessment
-
Strengths:
- Independent director with audit financial expert designation; sits on Audit and chairs Safety, Health & Environmental—key risk oversight domains .
- High equity alignment: Elected RSUs in lieu of cash retainer and committee fees; subject to ownership guidelines .
- Attendance and engagement standards met; board/committee meetings attended ≥75%; annual meeting attendance .
- No related‑party transactions disclosed; robust review/approval procedures in place .
- Pay‑for‑performance architecture for executives uses safety and environmental metrics alongside financial measures—positive governance signal; 2023 say‑on‑pay approval ~96% .
-
Watch items:
- Principal at an investment fund (De Neufville & Company) warrants ongoing monitoring for potential related‑party interactions; however, none disclosed by AMR .
- As SHE Chair, accountability for environmental/safety oversight is elevated; continued scrutiny of water quality exceedances and safety metrics is appropriate despite strong 2024 results .
-
RED FLAGS: None observed—no pledging/hedging allowed ; no related‑party transactions disclosed ; director compensation predominately equity‑based with standard vesting/COC terms .