Darren Yeates
PEABODY ENERGYAbout Darren Yeates
Darren R. Yeates is Executive Vice President and Chief Operating Officer of Peabody (BTU), appointed effective November 1, 2020, with over 35 years of mining industry experience across BHP, Rio Tinto (Coal Australia COO/Acting MD; Pilbara Iron Ports & Infrastructure; Tarong Coal GM), GVK Hancock (CEO), MACH Energy (COO), and advisory/board roles; education includes a Bachelor of Engineering (Mining) from University of Queensland, Graduate Diploma in Management (University of Central Queensland), Graduate Diploma of Applied Finance and Investment (Securities Institute of Australia), and an Executive MBA (Monash Mt Eliza), and he is a Fellow of the Australian Institute of Company Directors . Age was reported as 60 in the 2021 proxy, and he joined Peabody’s executive leadership on Nov 1, 2020; his amended employment contract expires January 31, 2027 unless extended . During his tenure, company performance has featured strong TSR and cash generation trends reflected in Peabody’s pay-versus-performance disclosures; 2024 Adjusted EBITDA was $872 million and net income $403.5 million, with cumulative TSR growth since 2020 significantly above the metals/mining peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BHP | Coal operations and metalliferous exploration | ~6 years (prior to Rio Tinto) | Early career technical/ops foundation in coal and exploration |
| Rio Tinto | Acting MD & COO, Coal Australia; GM Ports & Infrastructure, Pilbara Iron; GM Tarong Coal | ~22 years | Led large-scale coal and iron ore operations and infrastructure; deep operational leadership |
| GVK Hancock Coal | Chief Executive Officer | Jan 2014 – Jun 2016 | Led JV developing Galilee Basin coal assets; large project execution |
| Yeates Advisory Services Pty Ltd | Director & Principal | Nov 2016 – Nov 2020 | Strategic advisory across resources sector |
| MACH Energy Australia | Chief Operating Officer | May 2018 – Dec 2019 | Operational launch/supply of thermal coal to domestic and Asian markets |
| Peabody | Executive Vice President & COO; Director (earlier) | Nov 1, 2020 – present (COO); Director since 2020 (historical) | Global operations leadership during portfolio transition toward met coal |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| WorkPac Pty Ltd | Director; Interim CEO (part-time) | Director since Jan 2018; Interim CEO Jan–Oct 2020 | Workforce solutions across resources and construction |
| Emeco Holdings Limited | Director | Since Apr 2017 (as of 2020 proxy) | Mining services; equipment solutions |
| Stanmore Coal Limited | Director | Since May 2019 (as of 2020 proxy) | Australian coal producer |
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % | Non-Equity Incentive (STIP) Paid (USD) |
|---|---|---|---|
| 2022 | $664,887 | 100% (2022 NEO targets table indicates Yeates at 100% for 2024; 2022 specific target not separately tabled—see 2022 STIP outcomes) | $1,431,552 |
| 2023 | $686,369 | Not explicitly enumerated in 2023 table | $1,185,870 |
| 2024 | $647,398 | 100% | $753,705 |
| Base Salary Progression | Dec 31, 2023 | Dec 31, 2024 | Change |
|---|---|---|---|
| Yeates | $628,440 | $653,567 | +4% |
Notes:
- Yeates is an Australian employee; USD amounts converted from AUD at 0.6217 USD/AUD (Reserve Bank of Australia, Dec 31, 2024) .
Performance Compensation
| Program | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 STIP | Adjusted EBITDA (consolidated) | 40% | Targets set ex-ante (company target $855m for 2024 STIP context) | Company-wide weighted achievement 115.32%; Yeates payout $753,705 | Cash; annual |
| 2024 STIP | Clean Cash Cost per Ton (segment-level: Seaborne Thermal, Seaborne Metallurgical, PRB, Other U.S. Thermal) | 40% (10% each segment) | Segment targets set ex-ante | Included in 115.32% weighted outcome | Cash; annual |
| 2024 STIP | Safety – TRIFR | 10% | Set ex-ante | Included in 115.32% weighted outcome | Cash; annual |
| 2024 STIP | Safety & Sustainability MS Conformance | 10% | Audit-based compliance targets | Included in 115.32% weighted outcome | Cash; annual |
| 2024 LTIP PSUs | Free Cash Flow (2-yr performance) | 40% | Defined as CFO +/− CFI (with specified adjustments for material transactions) | Earned at end of performance period, modified by rTSR | 2-yr performance + 1-yr time vest; payout after year 3 |
| 2024 LTIP PSUs | Production Volume (segment-level: 10% each) | 40% | Segment production at-share (short tons) | Earned per segment outcomes; rTSR modifier applies | 2-yr performance + 1-yr time vest |
| 2024 LTIP PSUs | Environmental Reclamation | 20% | Ratio of graded vs disturbed acres; straight average over two years | Earned per ratio; rTSR modifier applies | 2-yr performance + 1-yr time vest |
| rTSR Modifier | rTSR vs coal peer group | ±25% modifier (cap 200%; no positive adjustment if rTSR negative) | N/A | ≥75th pct: +25%; ≤25th pct: −25% | Applied to PSU payout |
PSU peer group for rTSR includes Alpha Metallurgical, Arch, CONSOL, Coronado, Hallador, Ramaco, Warrior Met Coal, Alliance, South32, New Hope, Whitehaven (Australian peers starred) .
2023 LTIP outcomes: Two-year component (Free Cash Flow and Environmental Reclamation for 2023–2024) earned at 97.1% of target; payout after additional one-year vesting (company-level disclosure) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/13/2025) | 60,877 shares for Yeates; less than 1% of class; 121,567,314 shares outstanding (approx 0.05% computed from disclosed figures) |
| Outstanding unvested RSUs (12/31/2024) | 19,829 shares; market value $415,221 at $20.94/share |
| Outstanding unearned PSUs (12/31/2024) | 39,658 target; market value $830,441 at $20.94/share; vest Dec 31, 2026 subject to performance + rTSR modifier |
| 2024 Grants (1/2/2024) | RSUs: 19,577 ($477,483); PSUs target: 39,154 (max 78,308) ($1,063,814) |
| Settlement mix | Half of earned PSUs settled in cash, half in stock |
| Vesting cadence | Time-based RSUs and restricted cash vest ratably over 3 years; PSUs/perf cash: 2-year performance + 1-year vest (overall 3 years) |
| 2024 stock vested | 47,651 shares vested; $1,178,762 value on vest dates |
| Ownership guidelines | 3× base salary for NEOs; 50% of net shares must be retained until guideline met |
| Hedging/pledging | Prohibited by Insider Trading Policy (no margin pledging; hedging instruments banned) |
Insider selling pressure assessment:
- Near-term issuance risk moderated: PSUs are 50% cash-settled; RSUs vest ratably, with retention requirements on 50% of net shares until guideline met, and hedging/pledging prohibitions reduce forced selling vectors .
Employment Terms
| Term | Detail |
|---|---|
| Contract | Amended and Restated Contract of Employment (Peabody Energy Australia Coal Pty Ltd) dated Dec 27, 2024; replaces Oct 22, 2020 contract; expires Jan 31, 2027 unless extended |
| Role scope change | Post earlier of Anglo met coal acquisition close or Oct 31, 2025, company may reorganize Yeates’ responsibilities to exclude Global Sales/Marketing and/or Global Supply Chain |
| Compensation opportunity | Base salary, STIP, LTIP set by Compensation Committee |
| Severance | On expiration or Qualifying Termination: lump sum = 1.5× base + 1.5× Reference Bonus + Pro Rata Bonus; increases to 2× base and Reference Bonus if within 2 years after Change in Control |
| 2019 Executive Severance Plan | Incorporated; NEO severance generally 1.5× base + 1.5× average prior 3 years’ annual incentive; double-trigger CIC increases to 2×; CEO has 2×/2.5×; 18 months benefits (U.S. NEOs) |
| Restrictive covenants | Confidentiality (perpetual); Non-compete 1 year; Non-solicit 1 year; breach leads to forfeiture/repayment |
| Clawback | Expanded 2023 clawback policy per NYSE/SEC: 3-year lookback for incentive comp tied to financial measures upon a required restatement |
| No tax gross-ups | None for severance; (note: separate tax equalization applied to expatriates, not applicable to Yeates in 2024 table) |
| Potential payments (as of 12/31/2024) | Without Cause/Good Reason: $2,798,999 total; CIC-related termination: $7,239,060 total |
Compensation Structure Analysis
- Mix shift toward market-aligned performance equity: 2024 LTIP increased PSU weighting to 50% (from 25%) and raised share-price-linked LTI elements to 75% of LTIP; introduced rTSR modifier with ±25% adjustment, capped at 200% .
- Reduced price volatility sensitivity: STIP EBITDA weighting cut from 80% to 40% and introduced Clean Cash Cost per Ton (40%) at segment level; LTIP reduced free cash flow weighting to 40% and added Production Volume (40%) .
- Pay-for-performance reinforcement: Double-trigger CIC; no single-trigger vesting; hedging/pledging prohibited; robust clawback; majority of variable comp tied to multi-factor operational/financial metrics .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR ($ value of $100 initial) | $26.43 | $110.42 | $289.69 | $269.27 | $234.77 |
| Peer Group TSR ($) | $116.44 | $157.75 | $178.99 | $218.23 | $208.99 |
| Net Income ($) | $(1,873,800,000) | $371,400,000 | $1,319,100,000 | $815,600,000 | $403,500,000 |
| Adjusted EBITDA ($) | $258,800,000 | $916,700,000 | $1,844,700,000 | $1,363,900,000 | $871,700,000 |
Company operational highlights in 2024 included $4,237 million revenue, $872 million Adjusted EBITDA, $613 million operating cash flow, significant safety record improvements (global TRIFR 0.81), progress at Centurion Mine, and a transformative agreement to acquire four Australian premium hard coking coal mines from Anglo American .
Equity Ownership & Alignment (Detailed)
| Component | Value |
|---|---|
| Shares owned (3/13/2025) | 60,877 shares |
| Shares outstanding | 121,567,314 shares (record date) |
| Ownership % | ~0.05% (computed from disclosed figures) |
| Unvested RSUs (12/31/2024) | 19,829 ($415,221 at $20.94) |
| Unearned PSUs (12/31/2024) | 39,658 ($830,441 at $20.94); vest 12/31/2026 |
| 2024 RSU Grant (1/2/2024) | 19,577 ($477,483) |
| 2024 PSU Grant (1/2/2024) | Target 39,154; Max 78,308 ($1,063,814) |
| 2024 Stock Vested | 47,651 shares; $1,178,762 |
| Policy alignment | 3× salary ownership guideline; retain 50% net shares; no hedging/pledging |
Governance, Compensation Committee & Say-on-Pay
- Compensation Committee members: Laymon (Chair), Champion, Gorman; independent consultant F.W. Cook engaged; pay-for-performance posture and market benchmarking via peer group of 16 companies (including Teck, Warrior Met Coal, Cleveland-Cliffs, etc.) .
- 2024 Say-on-Pay support: 98%; engagement with holders representing ~81.2% of shares outstanding; no program changes specifically driven by the vote .
- Risk controls: No single-trigger CIC; no option repricing; clawback policy; insider trading policy; robust ownership requirements .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited (alignment preserved) .
- Severance economics: Double-trigger CIC; no gross-ups; standard non-compete/non-solicit .
- Clawback: NYSE/SEC-compliant, 3-year lookback .
- Option repricing: Prohibited without shareholder approval .
Expertise & Qualifications
- Degrees: BE (Mining), Grad Dip Management, Grad Dip Applied Finance & Investment, Executive MBA; Fellow of AICD .
- Technical/operational expertise: Coal operations, ports/infrastructure, large-scale production management; prior CEO roles and advisory credentials .
Investment Implications
- Alignment: High linkage of incentives to tangible operational metrics (cost/volume), free cash flow, and safety/sustainability, with rTSR overlay; retention strengthened via 3-year vesting and 50% share-retention rule; no hedging/pledging reduces adverse alignment signals .
- Potential supply from vesting: RSUs and PSUs vest over three years; PSUs half cash-settled mitigates equity overhang; Yeates’ unvested equity quantum is modest relative to float (0.05% ownership) .
- Retention and transition risk: Amended employment contract through Jan 31, 2027 with defined severance; scope may change after Anglo acquisition close or Oct 31, 2025, warranting monitoring for role realignment and retention triggers .
- Performance focus: EBITDA and TSR trends normalized with commodity cycle; incentive design de-emphasizes price volatility, pushing controllable cost/volume execution—supportive of durable value creation under COO remit .