James Grech
PEABODY ENERGYAbout James C. Grech
James C. Grech is President & CEO of Peabody Energy (BTU) and a member of the Board since June 2021; he is the only non‑independent director on an otherwise independent, non‑executive chaired board . 2024 pay was heavily performance‑linked: CEO “Compensation Actually Paid” was $7.28M, with plan metrics centered on Adjusted EBITDA, operational cost/volume, safety and reclamation, plus an rTSR modifier versus coal peers . 2024 STIP achieved 115.32% on weighted metrics (Adjusted EBITDA target $855M; Clean Cash Cost per Ton by segment; safety KPIs), yielding $1.44M to Grech . The 2023 LTIP two‑year component (FCF and Environmental Reclamation) earned at 97.1% of target, with payout after an added vesting year .
Past Roles
Not detailed in the 2025 DEF 14A director nominee section or CD&A; skip per disclosure guidance .
External Roles
No other public company board service for Grech disclosed in the proxy; employee directors receive no director compensation and committee seats are independent-only (except Executive Committee) .
Fixed Compensation
2024 CEO target and actual compensation components:
| Metric | 2024 Value |
|---|---|
| Annual Base Salary | $1,000,000 |
| STIP Target (%) | 125% |
| STIP Target ($) | $1,250,000 |
| Target Total Cash Comp (TCC) | $2,250,000 |
| RSUs Target ($) | $1,156,250 |
| Restricted Cash Units Target ($) | $1,156,250 |
| PSUs Target ($) | $2,312,500 |
| Target Total LTIP ($) | $4,625,000 |
| Target Total Direct Compensation (TDC) | $6,875,000 |
STIP structure and 2024 payout:
| STIP Element | Weight | Design Details | 2024 Outcome |
|---|---|---|---|
| Adjusted EBITDA | 40% | Consolidated Adjusted EBITDA; collar removed; max raised to 200% | Overall STIP achieved 115.32%; Grech paid $1,441,522 |
| Clean Cash Cost per Ton (segment) | 40% | 10% each: Seaborne Thermal, Seaborne Metallurgical, PRB, Other U.S. Thermal; focuses controllable costs | Included in 115.32% aggregate |
| TRIFR (Safety) | 10% | Recordable injuries per 200k hours; safety priority | Included in 115.32% aggregate |
| Safety & Sustainability MS Conformance | 10% | Framework aligned to CORESafety; audited conformance | Included in 115.32% aggregate |
2024 Summary Compensation (CEO):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,000,000 | 700,834 | 3,732,274 | 1,441,522 | 97,838 | 6,972,467 |
| 2023 | 1,000,000 | 367,500 | 1,999,968 | 2,450,000 | 62,424 | 5,879,892 |
| 2022 | 1,000,000 | — | 734,991 | 2,039,250 | 37,055 | 3,811,296 |
All Other Compensation details (2024):
| Item | Amount ($) |
|---|---|
| Group Term Life Insurance | 7,838 |
| Qualified 401(k) Match | 31,050 |
| Non-Qualified 401(k) Match | 58,950 |
| Total | 97,838 |
Performance Compensation
LTIP design (grants on 1/2/2024; 2‑year performance + 1‑year vesting; payout after year 3):
| Metric | Weight | Definition | Purpose |
|---|---|---|---|
| Free Cash Flow (LTIP) | 40% | CFO ± CFI per SEC filings; adjusted for specified transactions | All‑encompassing capital efficiency and returns |
| Production Volume (segment) | 40% | Total tons produced at share; 10% per segment (Seaborne Thermal, Seaborne Metallurgical, PRB, Other U.S. Thermal) | Line‑of‑sight operational output |
| Environmental Reclamation | 20% | Ratio of graded reclaimed acres vs disturbed; straight average over two years | Stewardship and footprint reduction |
| rTSR Modifier | ±25% | 3‑year rTSR vs coal peer group; no positive adjustment if rTSR negative; max 200% |
Grant and vesting specifics (CEO):
| Grant Date | RSUs (#) | RSUs Fair Value ($) | PSUs Target (#) | PSU Fair Value ($) |
|---|---|---|---|---|
| 1/2/2024 | 47,406 | 1,156,232 | 94,812 | 2,576,042 |
Stock vested in 2024 (realized value):
| Shares Vested (#) | Value Realized ($) |
|---|---|
| 180,093 | 4,457,926 |
Program changes (2024 vs 2023): Reduced Free Cash Flow weight to 40%; added segment Production Volume 40%; increased price‑linked elements to 75% of LTIP; introduced 3‑year rTSR modifier; lifted max payout to 200% .
Equity Ownership & Alignment
Beneficial ownership, outstanding awards and ownership rules:
| Item | Detail |
|---|---|
| Shares Beneficially Owned | 229,301; less than 1% of class |
| Outstanding RSUs (FY-end 2024) | 27,191 (2023 grant); 48,016 (2024 grant) |
| Outstanding PSUs (FY-end 2024) | 40,787 (2023 grant); 96,033 (2024 grant) |
| RSU Vesting | Ratable over 3 years |
| PSU Performance + Vesting | 2‑year performance period + 1‑year additional vest; payout after year 3 |
| CEO Stock Ownership Guideline | 5x base salary; retain 50% of net shares until guideline met |
| Hedging/Pledging | Prohibited by policy |
| STIP Award Cap | $5,000,000 per 2024 STIP |
| Non‑Qualified Deferred Plan (CEO) | Exec contributed $39,300; registrant $58,950; year‑end balance $149,168 |
Employment Terms
Severance, change‑of‑control, clawback and restrictive covenants:
- No individual employment agreement for U.S. NEOs; governed by 2019 Executive Severance Plan .
- Severance formula (CEO): 2.0x base salary + 2.0x average prior 3‑year annual incentive for involuntary termination without cause/for good reason; 2.5x for terminations within two years post‑CIC; plus pro‑rata current‑year incentive, 18‑month benefits continuation, and equity vesting per award terms .
- Clawback: NYSE/SEC‑compliant policy to recoup excess incentive‑based comp upon accounting restatement; applies to Section 16 officers; 3‑year look‑back .
- Restrictive covenants: Confidentiality (perpetual), Non‑compete (1 year), Non‑solicit (1 year); breach triggers forfeiture/repayment .
Potential payments for CEO (as of 12/31/2024):
| Scenario | Cash Severance ($) | Benefits ($) | Other Cash ($) | Equity Vesting/Earnout ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability | — | — | 4,223,438 | 6,353,312 | 10,576,750 |
| Involuntary (Without Cause/Good Reason) | 4,207,574 | 22,709 | 2,400,522 | 1,954,066 | 8,584,871 |
| Involuntary Related to CIC | 5,259,467 | 22,709 | 4,223,438 | 6,353,312 | 15,858,926 |
Board Governance
Service, committees, independence and oversight:
- Board composition: 8 directors; 7 independent; non‑executive Chair (Bob Malone). Grech is CEO and director; only non‑independent member .
- Committees: Audit, Compensation, Nominating & Corporate Governance, Health/Safety/Security/Environmental committees comprised entirely of independent directors; Grech serves on the Executive Committee only .
- Independence safeguards: Separate Chair/CEO roles; regular executive sessions (15 in 2024); majority voting; robust stock ownership and anti‑hedging/pledging policies .
- Attendance: Board met 20 times in 2024; average director attendance ~96%; all met at least 75% .
- Director compensation: Employee directors (including Grech) receive no director pay; non‑employee director program consists of cash retainers and DSUs with $500k ownership guideline .
Dual-role implications: CEO+director structure is mitigated by non‑executive chair leadership, independent committees deciding CEO compensation via a “Special Committee,” and frequent independent sessions—reducing governance risk and aligning oversight .
Investment Implications
- Pay-for-performance tilt: STIP/LTIP redesigned to reduce commodity price volatility impact and emphasize controllable operations (costs, volumes) while maintaining FCF and reclamation metrics; rTSR adds market alignment—supportive for capital discipline and operational execution .
- Alignment and retention: Strong ownership guidelines, hold requirements on net shares, and three‑year vesting on RSUs/restricted cash plus performance‑linked PSUs suggest continued equity exposure and moderated near‑term selling pressure; hedging/pledging prohibited—a positive alignment signal .
- Governance safeguards: Separate Chair/CEO, independent committee control of CEO pay, and clawback policy lower governance and restatement risk; no single‑trigger CIC vesting and absence of stock option grants/repricing reduce shareholder-unfriendly features .
- Retention and transition economics: CIC and non‑CIC severance multiples are market‑standard; quantified payouts indicate known downside protection for involuntary exits—manageably sized relative to equity outstanding .
Say‑on‑Pay support was 98% in 2024, indicating broad shareholder endorsement of program design and outcomes .