Michael Gorzynski

About Michael Gorzynski

Independent director and current Chair of the Board at Alpha Metallurgical Resources (AMR). Age 47; AMR director since January 2023, Lead Independent Director in February 2024, and Chair effective December 13, 2024 . Founder and Managing Partner of MG Capital Management; former executive chairman of Continental General Insurance Company; prior roles at Third Point LLC, Credit Suisse First Boston, and Spectrum Equity Investors. Education: BA, University of California, Berkeley; MBA, Harvard Business School .

Past Roles

External Roles

Board Governance

• Independence: Board determined he is independent under NYSE standards; only CEO is non-independent .
• Roles: Chair of the Board; Chair presides over board and shareholder meetings, sets agendas, and leads board leadership structure .
• Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation . Committee meeting counts in 2024: Audit 4; Compensation 5; Nominating & Corporate Governance 6; Safety, Health & Environmental 4 .
• Attendance: Board met six times in 2024; all serving directors attended ≥75% of board and committee meetings; all then-serving directors attended the 2024 annual meeting .
• Executive sessions: Non-management directors (and independent directors) meet in executive session in connection with each quarterly meeting .
• Compensation consultant independence: Meridian Compensation Partners engaged; annual independence review; no conflicts identified .

Fixed Compensation

Chair/member fee schedule:

2024 RSU grant details for Gorzynski:

• Director RSU vesting: annual awards generally vest the day immediately preceding the first anniversary of grant; accelerate on change in control or certain mid-year separations (non-cause) .

Performance Compensation

• Directors: No performance-based equity or options disclosed; director equity is time-based RSUs .
• Company-level incentive metrics overseen by Compensation Committee (context for pay-for-performance oversight): | Performance Metric | Weight | Threshold | Target | Maximum | 2024 Performance | Payout as % of Target | Aggregate Target Bonus % Earned | |---|---:|---:|---:|---:|---:|---:|---:| | 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 (water quality exceedances) | 10% | 107 | 93 | 81 | 41 | 200% | 20.00% | | Total | 100% | — | — | — | — | — | 103.58% |

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix: Senior leadership, financial experience, public company board, M&A/business development, capital markets/finance, corporate governance, government relations, risk management .
• Education: BA (UC Berkeley), MBA (Harvard Business School) .
• Capital markets and special situations investing background (Third Point; MG Capital) .

Equity Ownership

• Deferred RSUs: includes 1,061 RSUs vesting within 60 days and deferred until separation; 1,810 RSUs already vested but deferred until separation .
• Schedule 13D structure: shares held across entities he controls (Percy Rockdale LLC; MG Capital Management Ltd.; Continental General Insurance Company; Continental Insurance Group, Ltd.; Continental General Holdings LLC) with shared voting/dispositive power as detailed .
• Director stock ownership guidelines: Directors must hold ≥5x annual cash retainer within 5 years; as of end-2024 all non-employee directors were compliant or on track .
• No hedging/pledging: Company policy prohibits hedging and pledging/margin accounts by directors .

Governance Assessment

• Strengths

  • Independent Chair with deep capital markets experience; robust independent committee leadership (chairs Nominating & Governance; member Compensation) .
  • High personal ownership (10.7%) aligns interests with shareholders; multiple entities reflect significant sponsor influence .
  • Formalized governance policies (Clawback policy; no hedging/pledging; executive sessions each quarter; independent compensation consultant) support investor confidence .
  • Board attendance and committee cadence indicate active oversight (six board meetings in 2024; 4–6 meetings across committees) .
  • Prior say-on-pay support ~96% (2024 AGM), suggesting shareholder alignment on compensation framework .

• Potential conflicts/related-party exposure

  • Significant ownership via MG Capital and insurance affiliates while serving as Chair may raise perceived conflict risks; Board affirms independence and reports no related-person transactions above disclosure thresholds as of proxy date .
  • Interlocks: Prior shared service at INNOVATE with two current AMR directors (Courtis, Lombard) could influence information flows; mitigated by independence confirmations and committee structures .

• RED FLAGS

  • Personal use of company aircraft by a non-employee director ($38,529 in 2024) can be viewed unfavorably from a governance optics perspective, despite disclosure and imputed-income treatment .
  • Concentrated ownership and chair role combined may heighten concerns about board independence; continued adherence to related-party transaction review and executive sessions is critical .

• Alignment signals

  • Election to take RSUs in lieu of cash (retainer and committee/chair fees) increases at-risk, equity-based exposure and strengthens skin-in-the-game .
  • Director RSU vesting and change-in-control terms are standard (time-based; no options; acceleration only in specified cases), limiting excessive guarantees .

Overall, Gorzynski brings material capital allocation and governance expertise as independent Chair with significant shareholder alignment; optics risks (aircraft use; concentrated ownership) warrant monitoring, but current governance policies and committee independence help mitigate concerns .