Katherine Banks
PEABODY ENERGYAbout M. Katherine Banks
Dr. M. Katherine “Kathy” Banks (born January 1960; age 65) is an independent director of Peabody Energy (BTU) appointed in October 2023, serving on the Audit Committee with 100% attendance in 2024. She is the former President of Texas A&M University (2021–2023) and previously Dean of Engineering at Texas A&M (2012–2021); she holds a BS (University of Florida), MS (UNC Chapel Hill), and PhD (Duke) in civil/environmental engineering and is a member of the National Academy of Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas A&M University | President | Jun 1, 2021 – Jul 20, 2023 | Led major academic institution; resigned amid controversy surrounding journalism hire . |
| Texas A&M University | Dean, College of Engineering; Vice Chancellor of Engineering & National Laboratories | 2012 – 2021 | Oversight of engineering programs, national labs engagement; NAE member . |
| Purdue University | Head of Civil Engineering (Bowen Engineering Head) | Prior to 2012 | Academic leadership; engineering program administration . |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Halliburton Company | Independent Director | Ongoing (noted 2019 onward) | Energy industry governance; HSE and technology expertise cited by company . |
Board Governance
- Independence: The Board determined all current members except the CEO (James Grech) are independent; Banks is one of seven independent directors .
- Committees: Audit Committee member (with 100% attendance across 10 meetings in 2024); the Audit Committee comprises solely independent directors . Banks was appointed in 2023 to serve on both the Audit and Health, Safety, Security & Environmental (HSSE) Committees; she was shown as Audit and Nominating & Corporate Governance member in 2023 .
- Attendance: Board met 20 times in 2024; average director attendance ~96%, with all incumbent directors at ≥75%. Banks’ Audit Committee attendance was 10/10 (100%) .
- Executive sessions: Non-management directors met in executive session 15 times in 2024, chaired by the Non-Executive Chair (Bob Malone) .
- Audit oversight: Committee reappointed EY for 2025; Banks participated as a member in reviewing audit matters and auditor independence .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Annual cash retainer | $140,000 | She elected Option 1 ($140k cash/$125k equity) in the 2024 director program . |
| Stock awards (DSUs) | $124,979 | Grant comprised deferred stock units; DSUs vest monthly over 12 months . |
| All other compensation | $0 | No meeting/excess fee shown for Banks; excess meeting fees applied to other directors . |
| Total 2024 director compensation | $264,979 | Reflects cash + DSU award grant-date fair value . |
Program structure (for context):
- 2024 director pay mix (choice): Option 1 ($140k cash/$125k equity) or Option 2 ($132.5k cash/$132.5k equity); chair retainers: Audit $30k; Compensation $20k; HSSE $20k; Nominating $20k; Non-Executive Chair $165k; $1,500 per Board meeting above 12 per year .
Performance Compensation
| Award Type | Grant Date | Quantity/Terms | Vesting | Distribution |
|---|---|---|---|---|
| DSUs | May 10, 2024 | 5,712 DSUs at $21.88 grant-date fair value (rounded down) | Monthly over 12 months | Earlier of 3 years post-grant or separation (per director election) . |
| Prorated DSUs (on appointment) | Oct 16, 2023 | $58,333 DSU grant prorated; number determined by closing price that day | Monthly over ~7 months starting Nov 5, 2023 | Same distribution election terms . |
Non-employee directors do not receive STIP/LTIP, options, or performance-conditioned equity. DSUs are time-based with deferral features; no discretionary bonuses or repricing are applicable to directors .
Other Directorships & Interlocks
| Company | Sector | Relationship to BTU | Notes |
|---|---|---|---|
| Halliburton Company | Oilfield services | No disclosed related-party transactions with BTU | Banks’ role provides energy sector insights; potential ecosystem adjacency (customers are E&P operators) but no supplier/customer link disclosed with Peabody . |
Expertise & Qualifications
- Engineering, safety, nuclear/security oversight; prior vice chancellor roles and national labs engagement (Los Alamos), and NAE membership .
- Public-company governance in energy services; HSE/sustainability perspective per Halliburton profile .
- Academic leadership and large-scale organizational management (President and Dean at Texas A&M) .
Equity Ownership
| Metric | As of | Amount | Detail |
|---|---|---|---|
| Beneficial ownership (common stock) | Mar 13, 2025 | “—” (less than 1% of class) | An asterisk denotes <1% ownership; total shares outstanding 121,567,314 . |
| DSUs and DEUs held | Mar 13, 2025 | 8,115 units | Deferred stock units plus dividend equivalents for non-employee directors . |
| Stock ownership guideline | Ongoing | $500,000 value minimum | Compliance expected within 5 years of appointment; Banks within grace period and not yet in compliance as of Dec 31, 2024 . |
| Hedging/Pledging | Policy | Prohibited | Company policy prohibits hedging/pledging of stock for directors and employees . |
Insider trades
| Date | Form | Transaction | Post-transaction holding |
|---|---|---|---|
| Sep 03, 2025 | Form 4 | Exempt acquisition of 74 shares (dividend equivalents) | 17,030 shares directly owned (per filing) . |
| Mar 15, 2024 | Form 4 | Director equity-related filing (routine DSU/RSU reporting) | – |
Governance Assessment
- Strengths: Independent director; perfect Audit Committee attendance (10/10, 100% in 2024); no related-party transactions or family relationships disclosed on appointment; robust policies (clawback, prohibition on hedging/pledging) support investor alignment; Say-on-Pay support was 98% in 2024, indicating investor confidence in compensation governance .
- Ownership alignment: Subject to $500k director ownership guideline with a five-year compliance horizon; as a 2023 appointee, Banks is within the permitted period (not yet compliant as of Dec 31, 2024)—not a red flag, but monitor progress toward guideline .
- Potential watch items: Reputational risk from Texas A&M presidency resignation (2023) may draw stakeholder scrutiny; no BTU-specific issues disclosed, but external media context warrants awareness for optics in governance narratives .
Overall, Banks brings deep engineering, safety, and large-organization leadership to BTU’s Board, with strong committee engagement and independence; ownership guideline compliance is tracking within policy timelines .