Joe Laymon
PEABODY ENERGYAbout Joe W. Laymon
Independent director at Peabody Energy (BTU) since 2017; currently Chair of the Compensation Committee and member of the Executive and Health, Safety, Security & Environmental (HSSE) Committees. Former VP, Human Resources & Corporate Services at Chevron (2008–2017), with prior senior HR leadership at Ford (2000–2008) and Eastman Kodak (1996–2000). Education: B.S. (Economics), Jackson State University; M.A. (Economics), University of Wisconsin. Age was 68 in the 2021 proxy; current proxy does not list ages individually. Independence affirmed by the Board (all directors except the CEO are independent). High board engagement: directors averaged ~96% attendance in 2024, with 20 board meetings and quarterly executive sessions (15 held).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation | Vice President, Human Resources & Corporate Services | 2008–2017 | Led global HR and corporate services at integrated energy major; deep compensation, succession, and governance experience. |
| Ford Motor Company | Group VP, Corporate HR & Labor Affairs; VP, Human Resources | 2000–2008 | Senior HR leadership covering labor relations and corporate HR at OEM scale. |
| Eastman Kodak Company | VP, Human Resources, U.S. & Canada | 1996–2000 | Regional HR leadership; international org design exposure. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Clearwater Paper Corporation (NYSE: CLW) | Director | Since May 2019 | Compensation; Nominating & Governance (as disclosed in BTU 2021 proxy biography). |
| Piston Group (private) | Director; Chair, Compensation Committee | As of 2021 | Compensation oversight at diversified auto supplier. |
| Detroit Thermal Systems (private) | Director | As of 2021 | — |
| Clark Atlanta University; United Way of the Bay Area; BoardRoomIQ.com | Director/Trustee | Prior service | Non-profit and advisory roles reflecting community engagement. |
Interlocks/Conflicts: No related-person transactions disclosed for 2024–2025; Board independence affirmed; hedging/pledging of Peabody stock is prohibited.
Board Governance
- Committees: Compensation (Chair); Executive; HSSE.
- Independence: Independent director (Board determined all directors except CEO are independent).
- Attendance: Board met 20 times in 2024; each director attended ≥75% of combined Board/committee meetings; average attendance ~96%; 15 independent executive sessions; all directors attended the 2024 annual meeting.
- Leadership: Non-Executive Chair structure (Bob Malone); strong governance practices (majority voting, proxy access, limits on outside boards, robust ownership guidelines).
- Risk oversight: Compensation Committee oversees compensation/human capital risks; HSSE oversees safety/environmental risks.
Fixed Compensation
| Component | Policy Detail | 2024 Amounts for Laymon |
|---|---|---|
| Annual Cash Retainer | Directors elected Option 1: $140,000 cash / $125,000 equity; or Option 2: $132,500 cash / $132,500 equity. | Fees earned in cash: $164,500 (includes chair fees and excess mtg fees). |
| Committee Chair Retainer | Compensation Chair $20,000; Audit Chair $30,000; HSSE Chair $20,000; Nominating Chair $20,000. | Included in cash fees above (Laymon is Compensation Chair). |
| Excess Meeting Fees | $1,500 per Board meeting beyond 12 per year. | Received $4,500 in 2024 for 2023 excess meetings. |
| Non-Executive Chair Retainer | $165,000 (applies to Board Chair, not Laymon). | N/A for Laymon. |
| Travel/Other | Travel/accommodation reimbursed; occasional de minimis perquisites. | All Other Compensation: $5,000 (PAC match). |
Total 2024 director compensation for Laymon: $294,479 (Cash $164,500; Stock awards $124,979; Other $5,000).
Performance Compensation
| Equity Instrument | Grant Detail | Vesting/Settlement | Amount |
|---|---|---|---|
| Deferred Stock Units (DSUs) | 2024 non-employee director grant sized by retainer choice; number determined by grant date closing price. | DSUs vest monthly over 12 months; shares generally distributed at earlier of 3 years from grant or separation (per election). | Laymon granted 5,712 DSUs on May 10, 2024 at $21.88; stock awards value $124,979. |
Directors do not receive options/PSUs; equity is time-based DSUs, aligning long-term interests without performance metrics.
As Compensation Committee Chair, Laymon oversaw the 2024 executive incentive design and metrics (relevant to governance quality):
| Plan | Metric | Weight | Notes |
|---|---|---|---|
| STIP (2024) | Adjusted EBITDA | 40% | Company-level Adjusted EBITDA; collar removed in 2024. |
| STIP (2024) | Clean Cash Cost per Ton (4 segments) | 40% | 10% each segment; emphasizes controllable costs. |
| STIP (2024) | TRIFR (Safety) | 10% | Injury frequency rate across workforce. |
| STIP (2024) | Safety & Sustainability MS | 10% | Conformance to CORESafety-aligned management system. |
| LTIP (2024) | Free Cash Flow | 40% | Two-year performance period; independent metric (no modifier). |
| LTIP (2024) | Production Volume (4 segments) | 40% | 10% each segment; operational focus. |
| LTIP (2024) | Environmental Reclamation | 20% | Ratio of reclaimed graded acres vs disturbed; two-year average. |
| LTIP (modifier) | rTSR vs coal peers | ±25% | No positive adjustment if rTSR negative; capped at 200%. |
Say‑on‑Pay 2024 approval: 98% support (a strong signal of investor confidence in pay design and committee oversight).
Other Directorships & Interlocks
| Company | Sector Overlap with BTU | Interlock Risk | Notes |
|---|---|---|---|
| Clearwater Paper (CLW) | Paper/forest products | Low | Unrelated industry; governance roles on comp/N&G committees. |
| Piston Group; Detroit Thermal Systems | Auto supply | Low | Private; no BTU disclosed transactions. |
| Non-profits/advisory (Clark Atlanta Univ., United Way Bay Area, BoardRoomIQ.com) | N/A | Low | No related party transactions disclosed. |
No related‑person transactions requiring disclosure (2024–proxy date).
Expertise & Qualifications
- Executive compensation, human capital, and labor relations expertise from Chevron/Ford/Kodak senior roles.
- Governance and committee leadership experience across public and private boards; comp committee chair at BTU and external boards.
- Safety and sustainability oversight via HSSE committee membership; Board integrates measurable safety/ESG metrics into incentives.
Equity Ownership
| Category | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 4,994 shares | March 13, 2025 | <1% of outstanding 121,567,314 shares. |
| DSUs outstanding (director stock awards) | 44,920 units (incl. dividend equivalents) | March 13, 2025 | DSUs excluded from “beneficial ownership” per policy. |
| DSUs outstanding (year-end 2024 reference) | 39,716 units | Dec 31, 2024 | Director stock awards tally. |
| Ownership guideline | $500,000 minimum | Policy | Directors must meet within 5 years; Laymon in compliance. |
Policies: Prohibition on hedging/pledging of Peabody stock; robust director/NEO ownership guidelines.
Governance Assessment
-
Strengths
- Independence and multi-committee service enhance oversight (Compensation Chair; Executive; HSSE).
- Demonstrated investor alignment: 98% Say‑on‑Pay support; incentive metrics include safety and reclamation goals; removal of EBITDA collar and rTSR modifier improve pay‑for‑performance.
- High Board engagement: frequent meetings; strong attendance; regular executive sessions.
- Alignment mechanisms: DSUs and ownership requirements; hedging/pledging prohibited; no related‑party transactions.
-
Potential Watch‑Items
- Committee responsibilities are broad amid transformation (Australian metallurgical acquisition ramp, production targets); continued calibration of metrics to pricing volatility remains essential (Comp/HSSE oversight).
- Board retirement age 75 policy drives ongoing refresh planning; ensure succession planning continuity within committees.
Overall, Laymon’s compensation/human capital expertise, combined with measurable safety/ESG incentive elements and strong shareholder support, indicates effective governance and alignment with investor interests; no conflicts or engagement red flags are disclosed.