Andrea Bertone
PEABODY ENERGYAbout Andrea E. Bertone
Andrea E. Bertone is an independent director of Peabody Energy (BTU) since 2019, with deep operating and legal experience from her tenure as President of Duke Energy International and senior legal roles at Duke Energy. She holds a Bachelor of Law (University of São Paulo) and an LL.M in International and Comparative Law (Chicago‑Kent College of Law) and completed a finance program for senior executives at Harvard Business School . As of 2024 she is 63 years old and serves on multiple public company boards, reflecting broad governance expertise . Her service on BTU’s board spans six years through 2025, and she is classified as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy International (subsidiary of Duke Energy Corp.) | President | 2009–2016 | Led international generation portfolio across Latin America; director of Duke Energy International Geração Paranapanema S.A. (2008–2016) |
| Duke Energy | Associate General Counsel | 2003–2009 | Senior legal leadership across corporate and international operations |
| Duke Energy Trading & Marketing; Duke Energy Merchants | Assistant General Counsel | 2001–2002 | Energy trading and merchant power legal leadership |
| Various legal roles (US and South America) | Counsel | 1983/1984–2000 | Cross‑border legal practice; regulatory and transactional experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amcor plc (NYSE: AMCR) | Independent Director | 2019–present | Compensation; Nominating & Governance; prior profile notes extensive global operations/legal/finance expertise |
| Waste Connections, Inc. (NYSE: WCN) | Independent Director | 2022–present | Audit; recognized by National Safety Council for dedication to safety (company announcement) |
| Drax Group plc (LSE: DRX) | Chair | By 2024–present | Board leadership at a UK energy company |
| DMC Global Inc. (NASDAQ: BOOM) | Independent Director | 2019–2023 | Audit; Chair of Risk Committee (prior) |
| Yamana Gold Inc. (NYSE/TSX) | Independent Director | 2017–2020 | Audit and Risks Opportunities Committee |
Board Governance
- Independence: The BTU Board determined all directors except the CEO are independent; Bertone serves on fully independent committees .
- Committee assignments: Member, Audit Committee (with Chirekos as Chair; Banks member). Audit Committee met 10 times in 2024; Bertone attended 8 (80%) .
- Chair role: Amcor’s 2024 proxy discloses Bertone is Chair of BTU’s Health, Safety, Security and Environmental (HSSE) Committee, indicating safety and sustainability oversight leadership .
- Attendance: Board met 20 times in 2024; all directors attended ≥75% of aggregate Board/committee meetings (average ~96%); all directors attended the 2024 Annual Meeting in person .
- Executive sessions: Non‑management directors held 15 executive sessions in 2024, chaired by the non‑executive Board Chair .
- Outside board service limits: BTU guideline caps service at four public boards; Bertone’s current roles at BTU, Amcor, Waste Connections, and Drax place her at the limit (Board reviews time commitments and affirmed sufficiency) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Option chosen) | $140,000 | 2024 structure: Option 1 $140,000 cash / $125,000 equity; Option 2 $132,500 cash / $132,500 equity |
| Committee Chair Retainer | $20,000 | HSSE or Nominating & Governance Chair = $20,000; Audit Chair is $30,000 (she is not Audit Chair) |
| Excess Meeting Fees (paid in 2024 for 2023) | $6,000 | $1,500 per Board meeting above 12; Bertone received $6,000 for 2023 excess meetings |
| Total Fees Earned (Cash) | $166,000 | Includes annual retainer + chair retainer + meeting fees |
- Governance program notes: non‑employee director compensation capped at $600,000 annually under the 2017 Incentive Plan; travel and limited de minimis perquisites allowed; no changes planned for 2025 .
Performance Compensation
| Equity Instrument | Grant Date | # Units | Grant‑Date Fair Value | Vesting & Settlement |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | May 10, 2024 | 5,712 | $124,979 (at $21.88/share) | Vest monthly over 12 months; shares generally distributed earlier of three years post‑grant or upon separation, per election |
- Directors’ DSUs are time‑based; no performance metrics are applied to director equity awards. The program prohibits hedging/pledging of company stock and includes robust stock ownership and clawback policies (clawback applies to incentive‑based comp for executives; directors subject to insider trading/ownership policies) .
Other Directorships & Interlocks
| Company | Industry Link to BTU | Potential Interlock/Conflict Considerations |
|---|---|---|
| Amcor plc | Packaging; global manufacturing | No direct supplier/customer interlock disclosed with BTU; standard governance service |
| Waste Connections | Waste services | No disclosed related‑party transactions with BTU; safety oversight experience relevant to HSSE |
| Drax Group plc | Energy (power generation) | Energy sector expertise; no BTU related‑party transactions disclosed |
| Prior: DMC Global; Yamana Gold | Industrial manufacturing; mining | Historical service; no BTU related‑party transactions disclosed |
BTU’s Nominating & Corporate Governance Committee reviews and must pre‑approve related‑person transactions; the Board concluded there were no related‑person transactions requiring disclosure for 2024 through the proxy date, mitigating conflict risk .
Expertise & Qualifications
- Global energy operations leadership and legal expertise from Duke Energy roles; cross‑border regulatory experience (US/South America) .
- Education: LL.B (University of São Paulo), LL.M (Chicago‑Kent); executive finance program (Harvard Business School) .
- Safety and sustainability oversight: HSSE committee chair role noted; external recognition of safety dedication (WCN) .
- Board competency: BTU’s skills matrix highlights directors’ mining, M&A, finance, HSE/sustainability, global operations capabilities; board confirmed sufficient time commitments for each director .
Equity Ownership
| Item | Amount | As‑of Date | Notes |
|---|---|---|---|
| Beneficial Ownership (common shares) | “—” (less than 1%) | March 13, 2025 | Beneficial ownership excludes DSUs; directors under 1% not quantified; group footnotes show DSUs separately |
| DSUs and Dividend Equivalent Units (director) | 36,773 | March 13, 2025 | DSUs and dividend equivalents held; excluded from beneficial ownership table totals |
| Outstanding Stock Awards (DSUs) | 36,575 | Dec 31, 2024 | Rounded count; inclusive of dividend equivalents |
| Ownership Guideline Compliance | In compliance | Dec 31, 2024 | Directors must hold $500,000 in Company equity; compliance affirmed (exception: Banks still within 5‑year grace) |
| Hedging/Pledging Policy | Prohibited | Policy | Prohibitions on hedging and pledging of Company stock |
Fixed Compensation (Detail Table)
| 2024 Director Compensation | Cash ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Andrea E. Bertone | 166,000 | 124,979 | — | 290,979 |
Governance Assessment
- Strengths: Independent status; leadership on HSSE aligning with BTU’s strong safety performance and sustainability framework; multi‑industry board experience (energy, packaging, waste) supports BTU’s risk oversight; compliance with ownership guidelines; prohibition on hedging/pledging; no related‑party transactions identified .
- Watch items: Audit Committee attendance at 80% (8/10), below peers at 100% in 2024, merits monitoring for committee engagement and workload across four boards (at BTU’s outside board service limit) .
- Shareholder alignment: Director equity via DSUs with multi‑year settlement enhances alignment; BTU’s governance practices include majority voting, proxy access, executive sessions, and robust ownership requirements; say‑on‑pay for executives received 98% support, signaling overall investor confidence in compensation oversight .
Overall, Bertone’s HSSE leadership and international energy background are additive to BTU’s board effectiveness. Continued attention to committee meeting attendance and time commitments across her board portfolio will help sustain investor confidence.