Mark Manno
About Mark Manno
Mark M. Manno, age 54, has served as Executive Vice President, General Counsel and Secretary of Alpha Metallurgical Resources (AMR) since June 1, 2024, following prior senior legal and administrative roles at Alpha and UPM Pharmaceuticals, and earlier service as a U.S. Navy officer; he holds a B.S. from the U.S. Naval Academy, an MBA from Mississippi State University, and a J.D. from the University of Memphis . His current employment agreement, effective January 31, 2025, runs through January 31, 2028 with automatic one-year renewals, and sets base salary, bonus targets, and long-term incentive participation aligned to AMR’s pay-for-performance framework; AMR’s executive compensation emphasizes variable pay tied to Adjusted EBITDA, cost of coal, safety (NFDL), environmental compliance, and a relative TSR component in PSUs . In 2024, AMR achieved AIB EBITDA of $435.27M (as defined in the plan) and delivered a 103.58% of target AIB payout to NEOs, with metrics spanning EBITDA, cost per ton, safety, and environmental compliance . AMR prohibits hedging and pledging of company stock and maintains executive stock ownership guidelines (3x salary for officers; 5x for CEO), reinforcing alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpha Metallurgical Resources, Inc. | EVP, General Counsel & Secretary | Jun 2024–present | Senior legal leadership for AMR |
| Alpha Metallurgical Resources, Inc. | Interim Co-CEO | May–Jul 2019 | Temporary executive leadership continuity |
| Alpha Metallurgical Resources, Inc. | EVP, Chief Administrative & Legal Officer; Secretary | Jan 2018–Dec 2019 | Executive oversight of legal/admin functions |
| Alpha Metallurgical Resources, Inc. | Consultant | Apr 2020–Dec 2020 | Advisory support post-departure |
| Alpha Natural Resources, Inc. (Predecessor Alpha) | EVP, General Counsel, Secretary & Chief Procurement Officer | Dec 2015–Jul 2016 (continued with Alpha post-bankruptcy) | Legal and procurement leadership |
| Gregory Pharmaceutical Holdings (UPM Pharmaceuticals) | EVP, General Counsel, Assistant Secretary & Procurement Officer | Feb 2024 | Senior legal/procurement role |
| Gregory Pharmaceutical Holdings (UPM Pharmaceuticals) | VP, General Counsel & Assistant Secretary | Jan 2023–Feb 2024 | Corporate legal leadership |
| Gregory Pharmaceutical Holdings (UPM Pharmaceuticals) | Deputy General Counsel | Jan 2021–Jan 2023 | Senior legal role |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Navy | Officer | Not disclosed | Military leadership experience |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $475,000 | $500,000; automatic 5% annual increase each Jan 1 during term |
| Target Bonus (% of Salary) | 100% | 100% |
| Maximum Bonus (% of Salary) | 200% | 200% |
| LTIP Target (% of Salary) | 200% eligibility (no 2024 grant; annual grants preceded hire date) | 200% |
Notes:
- 2024 long-term incentive grants for NEOs were made Jan 24, 2024, and Manno did not receive an LTI grant given his June 1, 2024 hire date .
Performance Compensation
AIB Plan Metrics and Outcomes (FY 2024)
| Performance Metric | Weighting | Threshold Payout (50%) | Target Payout (100%) | Maximum Payout (200%) | Actual Performance | Payout as % of Target | Aggregate Target Bonus % Earned |
|---|---|---|---|---|---|---|---|
| AIB EBITDA | 35% | $400.9M | $572.7M | $744.5M | $435.27M | 60% | 21.00% |
| AIB Cost of Coal Sales per Ton Sold – Met | 35% | $117.41 | $109.73 | $102.05 | $109.53 | 102.60% | 35.91% |
| AIB Safety – NFDL | 20% | 1.44 | 1.29 | 1.05 | 1.21 | 133.4% | 26.67% |
| AIB Environmental Compliance (water quality exceedances) | 10% | 107 | 93 | 81 | 41 | 200% | 20.00% |
| Total | 100% | 103.58% |
AIB EBITDA definition and reconciliation: Company-defined formula excluded specified items; 2024 Adjusted EBITDA was $407.75M with $27.52M exclusions to arrive at AIB EBITDA $435.27M .
Manno – Annual Incentive Bonus (FY 2024)
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $475,000 |
| Target Bonus (% of Salary) | 100% |
| Target Bonus ($) | $280,250 (pro-rated from hire date) |
| Actual Performance (% of Target) | 103.58% |
| AIB Bonus Paid ($) | $290,283 |
Long-Term Incentive Design:
- RSUs vest ratably over three years; PSUs cliff-vest after three years based on company performance (including relative TSR, safety, production) .
Equity Award Grant Context (2024, peers for benchmarking)
- For other NEOs, 2024 RSU and PSU grants and grant-date fair values were disclosed; Manno received no LTI grant in 2024 due to the timing of his hire .
Equity Ownership & Alignment
| As of March 10, 2025 | Shares Owned | Right to Acquire (within 60 days) | Total | Percentage of Shares Outstanding |
|---|---|---|---|---|
| Mark M. Manno | — | — | — | <1% |
- Executive stock ownership guidelines require officers to hold 3x base salary (CEO 5x), with a five-year transition window to comply; NEOs are either in compliance or on track within the transition period .
- AMR prohibits hedging and pledging of company securities, including margin accounts and collateral pledges .
Employment Terms
| Term | Detail |
|---|---|
| Effective Date & Term | Employment Agreement effective Jan 31, 2025; initial 3-year term through Jan 31, 2028; auto-renews for successive 1-year terms unless 90-day notice given |
| Base Salary & Escalation | $500,000; automatic 5% increase effective Jan 1 each calendar year during term |
| Annual Bonus Opportunity | Target 100% of base; maximum 200%, under AIB Plan performance criteria |
| LTIP Participation | Target 200% of base salary, subject to LTIP terms and performance criteria |
| Severance – Good Reason or Without Cause | 1.5x base salary + 1.5x target bonus + pro-rated target bonus for year of termination; installment payments over up to 24 months; equity awards: service conditions fully vest; performance-vested awards pro-rated and settle at target; options exercisable up to earlier of expiration or one year post-termination; subject to covenants |
| Change-in-Control (Double Trigger) | 2x base salary + 2x target bonus + pro-rated target bonus; lump-sum payment within seven days after conditions met; equity vesting/settlement as above; CIC definition includes specified control transactions |
| KESP Participation | After Jan 31, 2025, termination benefits governed solely by the Employment Agreement; not entitled to participate in KESP. Upon initial appointment in May 2024, Manno had KESP Benefit Factor 1.5 (2.0 upon Covered CIC Termination) before new Employment Agreement superseded |
| Non-Compete & Non-Solicit | Two-year non-compete post-termination across AMR geographies; non-solicitation of employees/customers; tolling if breached; equitable relief available |
| Clawback & Policies | Subject to compensation recovery/recoupment, anti-hedging, anti-pledging, and stock ownership policies adopted by AMR |
| Hedging/Pledging | Hedging and pledging prohibited by policy |
| Perquisites (2024) | Imputed income on group term life insurance $2,749; mobile phone allowance $450 |
| Related Party Transactions | No direct or indirect material interest in any transaction per initial appointment disclosure |
Compensation Structure Notes
- AMR’s compensation committee oversees executive pay, emphasizes variable compensation with a strong long-term component, and targets peer group median-or-better positioning; 2024 peer group included mining/metals/energy comparables (e.g., Arch Resources, Warrior Met Coal, CONSOL, Peabody) .
- AMR does not currently grant stock options; awards are generally timed consistently each year and not to exploit information releases .
- AMR’s severance and change-in-control approach generally uses double-trigger payouts and avoids tax gross-ups .
Investment Implications
- Alignment and policy quality: Anti-hedging/anti-pledging and stock ownership guidelines support shareholder alignment; absence of tax gross-ups and use of double trigger reduce governance risk .
- Retention dynamics: Contractual 5% annual salary step-ups, defined severance protections (1.5x without cause; 2x on CIC) and two-year non-compete lower near-term departure risk but add modest retention costs .
- Performance-linked pay: 2024 AIB payout was near target (103.58%), signaling disciplined metric calibration; core drivers include EBITDA, unit costs, safety and environmental compliance, with LTIP PSUs incorporating rTSR—key levers for payout variability .
- Ownership buildup: As of Mar 10, 2025, Manno had no reported beneficial ownership; given 3x salary ownership guidelines and five-year compliance window, watch for equity grants/accumulation that could affect future selling pressure and alignment .
- Transaction sensitivity: CIC benefits and equity acceleration terms imply potential upside for executives under strategic alternatives; monitor board activity and peer positioning for event-driven signals .