Shelly Lombard
About Shelly Lombard
Shelly Lombard (age 65) is an independent director at Alpha Metallurgical Resources (AMR), serving since February 2024. She is designated by the board as an audit committee financial expert and brings 35 years of Wall Street finance experience across capital allocation, capital markets, and M&A; she holds an MBA in finance from Columbia University and a BA from Simmons University . As of May 7, 2025, her tenure on AMR’s board was approximately 1.2 years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citibank | Leveraged Finance | Not disclosed | Early career in leveraged finance |
| Drexel Burnham Lambert | High Yield Commercial Paper | Not disclosed | Early career in high yield CP |
| ING Bank; Barclays Bank; Chase Manhattan Bank | Proprietary Investments (manager) | Not disclosed | Managed proprietary investments |
| Family Office (consultant) | Investment consultant | 2014–2024 | Analyzed investment opportunities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Craft 1861 Global Holdings, Inc. | Director; Audit Committee member | Feb 2023–present (public until Aug 2024) | Board service continued post take-private by Nano Cures Investors |
| Bed Bath & Beyond | Director | Feb 2022–Sept 2023 | Audit and Nominating/Governance committees |
| INNOVATE Corp. | Director | May 2020–July 2022 | Audit Chair; member of Nominating/Governance and Compensation committees |
| Spartacus Acquisition Corp. | Director | Oct 2020–Nov 2021 | Audit Chair |
| Alaska Communications | Director | June 2020–Aug 2021 | Audit and Compensation committees |
Board Governance
- Committee assignments: Audit Committee Chair; designated audit committee financial expert .
- Independence: Board determined Lombard (and all non-management directors) to be independent under NYSE and SEC standards in Feb 2025 .
- Board activity/attendance: The board met 6 times in 2024; each currently serving director met the minimum standard of at least 75% attendance of board and assigned committee meetings. All then-serving directors attended the 2024 annual shareholder meeting .
- Committee meeting cadence (2024): Audit (4), Compensation (5), Nominating & Corporate Governance (6), Safety, Health & Environmental (4) .
- Executive sessions: Non-management directors meet in executive session each quarterly board meeting; if any non-management directors are not independent, independent directors also meet separately .
Fixed Compensation
| Component (2024) | Detail | Amount/Terms |
|---|---|---|
| Annual cash retainer | Policy retainer for non-employee directors | $100,000 |
| Audit Chair fee | Additional chair fee per policy | $30,000 |
| Fees earned (cash) | Actual fees paid in 2024 | $128,398 |
| Annual equity grant (RSUs) | RSUs granted May 2, 2024 | 380 RSUs; grant date fair value $322.48 per share; total $122,542 |
| Total (cash + equity) | 2024 comp summary | $250,940 |
| Vesting schedule | Director RSUs vest | Generally on the day immediately preceding the first anniversary of the grant date; accelerate on change-of-control or certain separations (non-cause) after six months into the compensation year |
Notes:
- Some directors elected RSUs in lieu of cash retainers/committee fees in 2024; Lombard’s 2024 compensation table reflects cash plus standard equity (no additional RSUs election) .
- Ownership guidelines: Directors must hold at least 5× annual cash retainer within five years; as of 2024 all non-employee directors were compliant or on track .
Performance Compensation
- Director pay at AMR is not tied to performance metrics; equity grants for directors are time-based, not performance-based, and AMR does not currently grant director stock options .
| Performance Metric (Director) | Weighting | Target | Outcome |
|---|---|---|---|
| None disclosed for directors | — | — | Not applicable (director compensation uses time-based RSUs only) |
Other Directorships & Interlocks
| Company | Interlock/Note |
|---|---|
| INNOVATE Corp. | Lombard served as director (May 2020–July 2022) alongside current AMR directors Kenneth S. Courtis (2020–2022) and Michael Gorzynski (2020–2022), indicating prior board network ties that may influence information flow; independence at AMR affirmed by the board . |
Expertise & Qualifications
- Financial expertise: Board-designated audit committee financial expert; extensive capital markets and M&A background .
- Education: MBA in finance (Columbia University); BA in communications and government (Simmons University) .
- Industry/board experience: Public company board service across retail, telecom, SPACs, and diversified holding company; audit leadership roles (multiple audit chair assignments) .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Shelly Lombard | — | 380 RSUs | 380 | <1% |
| Deferral election | RSUs will be deferred until the earlier of June 30, 2031 or separation from service | — | — | — |
| Hedging/pledging | Company policy prohibits hedging and pledging of AMR securities by directors and insiders | — | — | — |
Citations: RSU deferral election for Lombard ; hedging/pledging prohibition .
Insider Trades
| Date | Form | Transaction | Shares | Price/Notes | Source |
|---|---|---|---|---|---|
| May 7, 2025 | Form 4 | Stock Award (Grant) | 1,419 | Award; no cash price | |
| May 2, 2024 | — (proxy disclosure) | Annual director RSU grant | 380 | Grant date fair value $322.48 per share |
Governance Assessment
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Strengths supporting investor confidence
- Independent director; audit committee chair and audit committee financial expert, enhancing oversight of financial reporting and risk controls .
- Formalized governance processes: executive sessions of non-management directors; clear committee charters and majority independent committees .
- No related-person transactions identified by the company; robust related-party review and approval procedures .
- Director stock ownership guidelines (5× cash retainer within five years); policy prohibits hedging/pledging of company stock .
- Shareholder sentiment: say-on-pay approval for 2023 compensation at ~96%, signaling broad support for AMR’s pay design and oversight framework .
-
Potential risks/RED FLAGS to monitor
- Prior interlocks at INNOVATE Corp. with current AMR directors (Courtis and Gorzynski) could create perceived influence channels; however, board independence determinations affirm compliance with NYSE/SEC standards .
- Director equity is time-based RSUs (no performance linkage), which is common but offers less performance sensitivity versus PSUs; nonetheless, alignment is supported by ownership guidelines and the prohibition on hedging/pledging .
-
Engagement/attendance
- While individual attendance percentages are not disclosed, the board reports at least 75% attendance from all serving directors across board and committee meetings in 2024, and full attendance at the 2024 annual meeting .
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Compensation structure fit
- Mix of cash retainer plus time-based RSUs; additional fees for audit chair role consistent with market practice; AMR uses an independent compensation consultant (Meridian) to benchmark and advise on director pay .