Bob Malone
PEABODY ENERGYAbout Bob Malone
Bob Malone is Peabody Energy’s independent, non‑executive Chair of the Board; he has served on BTU’s Board since 2009 and chairs executive sessions of independent directors . He previously was Executive Vice President of BP plc and Chairman/President of BP America (2006–2009), and since 2014 has been Executive Chairman, President and CEO of First Sonora Bancshares and Chairman/President/CEO of Sonora Bank; he also serves on the boards of Teledyne Technologies and Halliburton Company . He holds a B.S. in Metallurgical Engineering (UT El Paso) and an M.S. in Management (MIT, Alfred P. Sloan Fellow) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP America Inc. | Chairman & President | 2006–2009 | Led U.S. business; deep energy industry oversight experience |
| BP plc | Executive Vice President | Prior to/through 2009 | Senior global leadership; safety/risk management expertise |
| Peabody Energy (BTU) | Director; Chair of the Board | Director since 2009; Chair since 2017 | Chairs executive sessions; non‑executive oversight |
| Peabody Energy (BTU) | Executive Committee Chair | Noted in 2023 committee roster | Executive Committee leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Sonora Bancshares, Inc. | Executive Chairman, President & CEO | Since 2014 | Bank holding company leadership; governance oversight |
| First National Bank of Sonora (Sonora Bank) | Chairman, President & CEO | Since 2014 | Community bank leadership; operational stewardship |
| Teledyne Technologies Incorporated | Director | Current | Public company board service |
| Halliburton Company | Director | Current | Public company board service |
Board Governance
- Independence: The Board determined all directors except the CEO (Grech) are independent; committees (Audit, Compensation, HSS&E, Nominating & Governance) are fully independent .
- Chair role: As non‑executive Chair, Malone manages Board affairs, presides over meetings and executive sessions, coordinates agendas, leads CEO evaluation and succession planning, and can attend other committee meetings as a non‑voting invitee .
- Attendance and engagement: In 2024 the Board met 20 times; each incumbent director attended at least 75% of meetings, with average attendance ~96%. Non‑management directors met in executive session 15 times, chaired by Malone .
- Risk oversight: Board oversees enterprise‑wide risk; committees cover financial reporting (Audit), compensation/human capital (Compensation), HSS&E and sustainability (HSS&E), and governance/succession/ethics (Nominating & Governance) .
- Outside board service limit: BTU guidelines cap service at four public company boards including BTU; audit committee members have tighter limits. Malone’s two other boards (plus BTU) fall within these limits .
Fixed Compensation
| Component (2024 structure) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Option 1) | $140,000 | Directors may elect Option 1 cash/equity mix |
| Annual Cash Retainer (Option 2) | $132,500 | Alternative mix |
| Annual Equity Award (DSUs, Option 1) | $125,000 | Granted as DSUs; monthly vest over 12 months |
| Annual Equity Award (DSUs, Option 2) | $132,500 | Alternative mix |
| Non‑Executive Chair Additional Retainer | $165,000 | Increased by $15,000 in Oct 2023 |
| Committee Chair Retainers (Audit/Comp/HSS&E/Nominating) | $30,000 / $20,000 / $20,000 / $20,000 | Chair‑specific cash |
| Excess Board Meeting Fee (>12 per year) | $1,500 per additional meeting | Applies beyond 12 meetings |
| Director Compensation (BTU) | 2022 | 2024 |
|---|---|---|
| Cash Fees (Malone) | $357,500 | $311,000 |
| Stock Awards (Malone) | $24,987 | $124,979 |
| All Other Compensation (Malone) | — | $5,000 |
| Total (Malone) | $382,487 | $440,979 |
- 2024 individual grant: Each then‑serving non‑employee director received 5,712 DSUs at grant‑date fair value $21.88/share (May 10, 2024) .
- Program changes: Total Board compensation increased by $25,000 for 2024; Non‑Executive Chair retainer increased by $15,000 .
Performance Compensation
- Non‑employee directors do not receive performance‑based equity or cash; annual equity is delivered as DSUs with time‑based vesting (no corporate performance metrics) .
- For context, BTU’s pay‑for‑performance structure for executives emphasizes operating and financial metrics (used in oversight by the Board and its Compensation Committee): | STIP Metric (2024) | Weight | Definition | |---|---|---| | Adjusted EBITDA (consolidated) | 40% | Primary segment performance measure | | Clean Cash Cost per Ton (by segment) | 40% | Controllable cost efficiency (10% per segment) | | TRIFR (Safety) | 10% | Injuries per 200,000 hours | | Safety & Sustainability MS Conformance | 10% | CORESafety‑aligned management system conformance |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Teledyne Technologies Incorporated | Director | No BTU related‑party transactions disclosed |
| Halliburton Company | Director | No BTU related‑party transactions disclosed |
| First Sonora Bancshares / Sonora Bank | Executive Chairman/Chairman/CEO | Private company roles; no BTU related‑party transactions disclosed |
- Related‑party transactions: The Board concluded there were no related person transactions or agreements in 2024 through the proxy date; policy requires prior review/approval of any such transactions .
Expertise & Qualifications
- Energy industry leadership: Former EVP of BP plc and Chairman/President of BP America; brings deep expertise in safety, risk management and compliance relevant to BTU’s operations .
- Governance and leadership: Extensive board chair experience; leads CEO evaluation and succession planning; facilitates Board effectiveness processes .
- Education: B.S. Metallurgical Engineering (UT El Paso), M.S. Management (MIT Sloan Fellow) .
Equity Ownership
| Ownership Measure | Date | Value |
|---|---|---|
| Beneficially owned BTU shares (Malone) | Mar 13, 2025 | 31,817; <1% of class |
| DSUs outstanding (incl. dividend equivalents) | Mar 13, 2025 | 44,210 (excluded from “beneficial ownership” table) |
| Stock awards/DSUs outstanding | Dec 31, 2024 | 12,325 |
| Director ownership guideline | Ongoing | ≥$500,000 in BTU Common Stock; compliance reviewed annually |
| Compliance status (as of Dec 31, 2024) | Dec 31, 2024 | All non‑employee directors compliant except Dr. Banks (within 5‑yr window); implies Malone compliant |
| Hedging/pledging policy | Ongoing | Prohibited for directors and employees |
Governance Assessment
- Strengths:
- Independent, non‑executive Chair role separating oversight from management; committees fully independent .
- High engagement: Board met 20 times in 2024; executive sessions held 15 times under Malone’s chairmanship; average attendance ~96% .
- Ownership alignment: Robust $500,000 director ownership guideline; Malone compliant; prohibition on hedging/pledging .
- No related‑party transactions; structured related‑persons review policy .
- Strong investor support signals: 98% Say‑on‑Pay approval in 2024; ongoing investor outreach to holders representing ~81.2% of shares .
- Watch items:
- Compensation increases for Board and Chair in 2024 (market‑aligned, but should be monitored vs. workload and peer practice) .
- Multiple external roles (two public boards plus banking leadership) — within BTU’s limit (<4) but time commitment should continue to be assessed in annual evaluations .
- Executive incentive design complexity (rTSR modifier and multiple metrics) warrants continued oversight to ensure alignment with stockholder outcomes and risk moderation .
Overall, Malone’s profile and role as independent Chair support board effectiveness, risk oversight, and investor alignment, with no disclosed conflicts or related‑party exposures in the period reviewed .