Nicholas Chirekos

About Nicholas J. Chirekos

Independent director of Peabody Energy (BTU) and Chair of the Audit Committee; designated by the Board as an audit committee financial expert under SEC criteria . He is one of seven independent directors on an eight‑member Board, which separates the Chair and CEO roles and conducts regular executive sessions of non‑management directors .

Board Governance

• Independence: The Board determined all current directors other than the CEO (Mr. Grech) are independent under NYSE standards; committees (Audit, Compensation, Nominating & Corporate Governance, HSSE) are entirely independent .
• Committee roles: Audit Committee Chair; members M. K. Banks and A. E. Bertone (with W. H. Champion serving part‑year before moving to Compensation Committee in May 2024) .
• Attendance: Board met 20 times in 2024; each incumbent director attended ≥75% of aggregate Board and committee meetings; average attendance ≈96%; all directors attended the 2024 annual meeting and are expected to attend 2025 .
• Audit Committee activity: 10 meetings in 2024; recommended inclusion of audited financials in 2024 Form 10‑K and reappointed EY for 2025; focused on sustainability and cybersecurity reporting requirements .
• Governance practices: Majority voting for directors (with mandatory resignation policy if an incumbent fails to receive a majority), proxy access, limits on outside board service, robust stock ownership requirements, prohibition on hedging/pledging, annual evaluations and executive sessions .

Audit Committee 2024 Attendance

Fixed Compensation (Non‑Employee Director)

• Program structure (2024): Each director chose $140,000 cash + $125,000 equity OR $132,500 cash + $132,500 equity; Audit Committee Chair retainer $30,000; $1,500 fee per Board meeting beyond 12; Non‑Executive Chair retainer $165,000 .
• 2024 compensation (Chirekos): Fees earned $176,000; Stock awards $124,979; All Other Compensation $5,000 (PAC charitable match); Total $305,979 .
• Equity instrument: Deferred Stock Units (DSUs) granted 5,712 units on May 10, 2024, at $21.88 grant‑date value; DSUs generally vest monthly over 12 months; distribution at the earlier of three years post‑grant or separation, per director election .
• Annual director program parameters remain unchanged for 2025 .

2024 Director Compensation — Nicholas J. Chirekos

Performance Compensation

• Directors receive DSUs (time‑based vesting); no performance‑metric‑based pay applies to non‑employee directors. 2024 DSU grant and vesting detail shown below .

2024 DSU Grant and Vesting — Nicholas J. Chirekos

Equity Ownership

• Beneficial ownership: 18,957 shares; <1% of outstanding common stock (121,567,314 shares) as of Mar 13, 2025 .
• DSU holdings: 12,325 director stock awards outstanding as of Dec 31, 2024; separate disclosure notes 30,210 deferred stock units and dividend equivalent units as of Mar 13, 2025 (excluded from beneficial ownership) .
• Director ownership guidelines: Required to hold ≥$500,000 in BTU equity; assessed annually; as of Dec 31, 2024, all non‑employee directors except Dr. Banks (within 5‑year compliance window) were in compliance .

Ownership Detail — Nicholas J. Chirekos

Expertise & Qualifications

• Audit committee financial expert (SEC criteria), financially literate under NYSE guidelines .
• Board governance experience on risk oversight (financial reporting, internal controls, cybersecurity), with Audit Committee recommending inclusion of audited results in 10‑K and reappointing EY for 2025 .

Other Directorships & Interlocks

• The proxy outlines limits on outside board service and audit committee overlaps, but does not list Nicholas J. Chirekos’s other current public company boards. No compensation committee interlocks involving Mr. Chirekos disclosed for 2024 .

Related Party Transactions and Policies

• Related person transactions require prior review/approval by Nominating & Corporate Governance Committee; the Board concluded there were no related person transactions requiring disclosure in 2024 through the proxy date .
• Insider trading policy prohibits hedging and pledging; applies to directors and employees .

Say‑on‑Pay & Shareholder Feedback (Context for governance oversight)

• 2024 Say‑on‑Pay support: 98% approval; ongoing investor outreach covering strategy, compensation, risk, and Board composition; compensation consultant F.W. Cook engaged; no conflicts identified .

Compensation Committee Analysis (Context)

• Independent consultant (F.W. Cook) advised on peer group and program design; executive compensation tied to Adjusted EBITDA, Clean Cash Cost per Ton, Production Volume, Environmental Reclamation, with rTSR modifier for PSUs .

Governance Assessment

• Strengths: Independent Audit Chair with perfect committee attendance; Board majority independence; robust governance (majority voting, proxy access, ownership requirements, hedging/pledging prohibition); clear related‑party oversight; strong investor support on pay .
• Alignment: Director pay mixes cash retainer plus DSUs that vest over time, supporting long‑term alignment; compliance with $500,000 ownership guideline .
• RED FLAGS: None disclosed specific to Mr. Chirekos. No related‑party transactions; attendance strong; no hedging/pledging; committee limits in place for outside board service .

Signals for investors: An experienced audit chair and financial expert with strong attendance and independent oversight of financial reporting and auditor selection supports confidence in BTU’s governance and disclosure controls; ownership policies and DSU structure reinforce alignment, and absence of related‑party exposures reduces conflict risk **[1064728_0001064728-25-000054_btu-20250327.htm:55]** **[1064728_0001064728-25-000054_btu-20250327.htm:57]** **[1064728_0001064728-25-000054_btu-20250327.htm:23]** **[1064728_0001064728-25-000054_btu-20250327.htm:60]**.