Scott Jarboe
PEABODY ENERGYAbout Scott Jarboe
Scott T. Jarboe, age 51, is Chief Administrative Officer and Corporate Secretary of Peabody Energy (BTU). He was named CAO & Corporate Secretary in November 2021 after serving as Chief Legal Officer & Corporate Secretary since March 2020; he joined Peabody in 2010 and previously practiced law at Husch Blackwell LLP and Bryan Cave LLP. He holds a BA (University of Kansas), an MA (University of Missouri–Kansas City), and a JD (Washington University School of Law) . Company performance context during his tenure in the senior leadership team: FY23 to FY24 revenue declined and EBITDA normalized alongside coal pricing; TSR has remained positive on a multi‑year basis.
| Company Performance Context | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($USD) | $4,946.7M* | $4,236.7M* |
| Adjusted EBITDA ($USD) | $1,363.9M | $871.7M |
| TSR – value of initial $100 (Pay vs Performance table) | $269.27 | $234.77 |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Peabody Energy | Chief Administrative Officer & Corporate Secretary | Nov 2021–present | Leads global HR, legal, government affairs, ethics & compliance |
| Peabody Energy | Chief Legal Officer & Corporate Secretary | Mar 2020–Nov 2021 | Executive responsibility for global legal and compliance |
| Peabody Energy | Various senior legal roles | 2010–2020 | Advanced litigation, disputes, labor & employment leadership |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Husch Blackwell LLP | Attorney | — | Private practice experience prior to joining Peabody |
| Bryan Cave LLP | Attorney | — | Private practice experience prior to joining Peabody |
Fixed Compensation
| Item (most recent fiscal year) | 2024 |
|---|---|
| Base salary (as of 12/31/2024) | $550,000 |
| YoY base salary change (2024 vs 2023) | +9% |
| Target annual bonus (STIP) % of base | 90% |
| Target annual bonus ($) | $495,000 |
| Actual 2024 STIP payout | $570,843 (115.3% of target) |
Performance Compensation
Short‑Term Incentive Program (STIP) – 2024 design and outcome
| Metric | Weight | Target definition (disclosed) | Actual/payout |
|---|---|---|---|
| Adjusted EBITDA (Consolidated) | 40% | Company Adjusted EBITDA; target set at $855M | Contributed to 115.3% total STIP achievement |
| Clean Cash Cost per Ton (by segment) | 40% (10% each for Seaborne Thermal, Seaborne Met, PRB, Other U.S. Thermal) | Segment cash costs excluding specified items; measured per ton | Contributed to 115.3% total STIP achievement |
| TRIFR (safety) | 10% | Incident frequency rate | Contributed to 115.3% total STIP achievement |
| Safety & Sustainability MS | 10% | Conformance with framework and audit | Contributed to 115.3% total STIP achievement |
| Overall payout | — | Max opportunity 200% (collar removed) | 115.3% of target for 2024 |
Long‑Term Incentive Program (LTIP) – 2024 structure
| Component | Weight | Metrics/structure | Vesting / payout rules |
|---|---|---|---|
| Performance Share Units (PSUs) | 50% | 40% Free Cash Flow, 40% Production Volume (10% per segment), 20% Environmental Reclamation; rTSR modifier ±25% (cap 200%; no positive if rTSR negative) | 2‑year performance (2024–2025) + 1 additional year; vests/pays after 12/31/2026 |
| Time‑based RSUs | 25% | Time‑based | Vests ratably over 3 years |
| Restricted Cash Units | 25% | Time‑based | Vests ratably over 3 years |
- 2023 two‑year LTIP component (2023–2024) earned at 97.1% of target; pays after additional vesting year .
2024 Grants of Plan‑Based Awards (Jarboe)
| Grant date | Type | Units (target) | Grant date fair value ($) |
|---|---|---|---|
| 1/2/2024 | RSU | 12,300 | $299,997 |
| 1/2/2024 | PSU | 24,600 (target; 10% thr / 200% max) | $668,382 |
| 2024 STIP opportunity | Cash | Threshold $24,750; Target $495,000; Max $990,000 | — |
Outstanding Equity Awards at 12/31/2024 (Jarboe)
| Grant date | RSUs unvested (#) | RSUs market value ($) | PSUs unearned (#) | PSUs payout value ($) |
|---|---|---|---|---|
| 1/03/2023 | 6,798 | $142,345 | 10,197 | $213,517 |
| 1/02/2024 | 12,458 | $260,878 | 24,917 | $521,757 |
| Pricing note | — | Valued at $20.94 (12/31/2024 close) | — | Valued at $20.94 |
- 2024 Stock vested (RSU/PSU combined): 35,107 shares; value realized $868,397 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/13/2025) | 49,138 shares; <1% of class (121,567,314 shares outstanding) |
| Ownership guidelines | CEO: 5x salary; Other NEOs (incl. Jarboe): 3x salary |
| Holding requirement if below guideline | Must hold all owned shares and 50% of net shares from vest/exercise until guideline met; all NEOs were in compliance with this retention requirement as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors and employees, including NEOs |
| Insider plan (10b5‑1) | Jarboe adopted a Rule 10b5‑1 trading plan on Dec 2, 2024 covering potential sales of shares received upon future vesting (net of tax) |
Employment Terms
| Provision | Key terms |
|---|---|
| Severance framework | Covered by Peabody’s 2019 Executive Severance Plan |
| Multiples (non‑CIC) | NEOs: 1.5x (CEO 2x) of base salary + average cash incentive (3 years); pro‑rata current‑year incentive; medical/other benefits up to 18 months |
| Multiples (CIC within 2 years) | NEOs: 2x (CEO 2.5x) of the same base components |
| Triggers | Termination by company without Cause or by executive for Good Reason; CIC benefits require qualifying termination (double‑trigger) |
| Restrictive covenants | Confidentiality (perpetual); 1‑year non‑compete; 1‑year non‑solicit; clawback of severance upon breach |
| Tax gross‑ups | None |
| Clawback policy | 2023 revised policy: recoup “excess incentive‑based compensation” upon an accounting restatement; applies to Section 16 officers; 3‑year lookback |
Potential Payments as of 12/31/2024 (Jarboe)
| Scenario | Cash Severance | Benefits | Other Cash | Equity Accel./Continuation | Total |
|---|---|---|---|---|---|
| Death/Disability | — | — | $1,277,259 | $1,632,829 | $2,910,088 |
| Involuntary (without cause)/Good Reason | $1,454,805 | $32,236 | — | $500,200 | $1,987,241 |
| CIC‑related involuntary | $1,939,740 | $32,236 | $1,277,259 | $1,632,829 | $4,882,064 |
Insider Trading Activity and Vesting Pressure
- Feb 27, 2024: Sold 14,582 shares at $24.85 (Form 4) .
- Mar 3, 2025: Sold 2,018 shares at $14.22 under a Rule 10b5‑1 plan adopted Dec 2, 2024 (Form 4; news summaries) .
- The 10b5‑1 plan contemplates potential sales of shares delivered upon future vesting, net of tax withholding, reducing discretionary timing risk around scheduled vesting events .
Compensation Committee and Governance Notes
- Independent consultant F.W. Cook engaged; no conflicts; committee oversees base/STIP/LTIP design, goals, grants, severance programs .
- 2024 Compensation Committee members: Joe W. Laymon (Chair), William H. Champion, Stephen E. Gorman; no interlocks .
Investment Implications
- Pay‑for‑performance linkage: 2024 STIP rebalanced to operational controllables (Clean Cash Cost) and safety alongside EBITDA; LTIP centers on Free Cash Flow, Production Volume, and reclamation, with rTSR modifier and 200% cap—supportive of cash generation and operational discipline in volatile coal cycles .
- Vesting and selling pressure: Three‑year RSU schedules and PSU settlements after performance plus an additional year create predictable vest dates; Jarboe’s 10b5‑1 plan indicates systematic selling of net shares upon vest, moderating discretionary sales but implying periodic supply around vesting .
- Alignment/controls: Ownership guideline at 3x salary and retention requirements until met, plus prohibitions on hedging/pledging and a robust clawback, reduce misalignment risk; absence of tax gross‑ups is shareholder‑friendly .
- Retention economics: Double‑trigger CIC protections and 1.5x/2x severance (NEOs), with benefits and pro‑rata bonus, provide retention ballast without excessive parachutes; Jarboe’s estimated CIC total of ~$4.9M underscores moderate, market‑aligned protection .
- Performance backdrop: FY23–FY24 normalization in revenue and EBITDA amid pricing reset and still‑positive multi‑year TSR informs expected PSU outcomes and near‑term cash comp variability; 2023–2024 LTIP earned ~97% of target, signaling balanced rigor vs attainability .