Stephen Gorman
PEABODY ENERGYAbout Stephen E. Gorman
Independent director of Peabody Energy (BTU). Currently one of seven independent directors on an eight‑member board; independence affirmed under NYSE and Exchange Act standards . He was nominated for re‑election in 2025 and previously served during 2023–2024 . Board attendance was strong in 2024 (each director ≥75% of meetings; average ~96%) and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peabody Energy (BTU) | Independent Director | 2023–2025 | Compensation Committee member (2024); Special Committee (independent directors) participates in CEO pay decisions; board independence confirmed |
| Peabody Energy (BTU) | Chair, Nominating & Corporate Governance Committee | 2023 | Chaired the Nominating & Corporate Governance Committee; served on Executive Committee and Compensation Committee; committee matrix published in 2024 proxy |
External Roles
Not disclosed in the retrieved proxy sections. Skip.
Board Governance
- Independence: Board determined all current members except the CEO are independent; committees (Audit, Compensation, HSS&E, Nominating) comprise only independent directors .
- Committee Assignments: Served on the Compensation Committee in 2024; the Special Committee (independent directors) sets CEO compensation .
- Committee Chair: Identified as a committee chair among non‑employee directors in 2024; he was Chair of Nominating & Corporate Governance in 2023 .
- Attendance and Engagement: Board met 20 times in 2024; each director attended ≥75% of meetings; average attendance ~96%; executive sessions of non‑management directors held 15 times .
- Risk Oversight: Compensation Committee oversees risks from compensation and human capital programs; Nominating & Corporate Governance oversees board composition, ethics, political activity, and succession planning .
- Say‑on‑Pay Signal: 98% support for 2024 say‑on‑pay—strong endorsement of pay design overseen by the Compensation Committee .
Fixed Compensation
2024 non‑employee director compensation structure and Stephen E. Gorman’s actual pay:
| Component | Structure (2024) | Stephen E. Gorman (2024) |
|---|---|---|
| Annual Cash Retainer | Option 1: $140,000; Option 2: $132,500 | $164,500 cash fees (includes chair/meeting fees where applicable) |
| Committee Chair Retainers | Audit $30,000; Compensation $20,000; HSS&E $20,000; Nominating $20,000 | Included in cash above (star indicates chair) |
| Annual Equity (DSUs) | Option 1: $125,000; Option 2: $132,500 | $124,979 stock awards (DSUs) |
| Meeting Fees (>12/yr) | $1,500 per excess meeting | Received excess meeting fees as applicable (included in cash total) |
| Total | Limits: $600,000 under 2017 Incentive Plan | $289,479 total (cash + equity) |
DSU program terms:
- 2024 DSU grant sizing and vesting: $125,000 or $132,500 divided by grant‑date price; monthly vest over 12 months; distribution at earlier of three years or separation per election .
- 2024 grant details: On May 10, 2024, each non‑employee director received 5,712 DSUs at $21.88 grant‑date fair value per share .
Performance Compensation
Director equity awards are DSUs with time‑based vesting (no performance conditions) . Oversight relevance: as a Compensation Committee member/chair, Gorman helps govern a pay‑for‑performance framework for executives featuring financial, operational, safety, sustainability, and rTSR measures:
2024 STIP metrics (executives)
| Metric | Definition | Purpose |
|---|---|---|
| Adjusted EBITDA (40%) | Consolidated Adjusted EBITDA | Drive operating performance aligned to shareholder value |
| Clean Cash Cost per Ton (40%) | Segment‑level cost/ton across Seaborne Thermal, Seaborne Met, PRB, Other U.S. Thermal (10% each) | Focus on controllable costs; isolate operations from pricing volatility |
| TRIFR (10%) | Recordable injuries per 200,000 hours | Safety as a leading indicator of operational excellence |
| Safety & Sustainability MS (10%) | Conformance to Peabody’s safety management system | Reinforce safety and sustainability standards |
2024 LTIP metrics (executives)
| Metric | Definition | Purpose |
|---|---|---|
| Free Cash Flow (40%) | CFO +/‑ CFI (adjusted per policy) | All‑in performance/returns discipline |
| Production Volume (40%) | Segment tons produced (Seaborne Thermal/Met, PRB, Other U.S.) | Maximize production capabilities |
| Environmental Reclamation (20%) | Graded acres vs. disturbed acres; average of two annual results | ESG alignment; footprint reduction |
| rTSR Modifier | ±25% based on 3‑yr relative TSR vs. coal peers; no upside if absolute TSR negative | Align payouts with shareholder returns |
Program governance highlights: independent consultant (F.W. Cook), clawback compliant with SEC/NYSE, prohibition on hedging/pledging, robust ownership guidelines .
Other Directorships & Interlocks
Not disclosed in retrieved filings; Compensation Committee interlocks reported none (no insider participation or cross‑board interlocks) .
Expertise & Qualifications
Board utilizes a skills/experience matrix and conducts annual evaluations and training (including crisis management and cybersecurity awareness) . Individual skill details for Gorman not enumerated in the retrieved sections; skip.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/13/2025) | 32,957 shares; <1% of outstanding |
| DSUs outstanding (excluded from beneficial ownership) | 43,276 DSUs (vested/undistributed) |
| Director ownership guideline | Must hold ≥$500,000 in common stock; compliance assessed annually |
| Compliance status (12/31/2024) | All non‑employee directors in compliance except Dr. Banks (within five‑year ramp) |
| DSU vesting/distribution | Monthly vest over 12 months; distribution at earlier of three years or separation per election |
Governance Assessment
- Strengths: Independence; committee leadership; strong board attendance; use of independent compensation consultant; clear clawback; prohibition on hedging/pledging; robust ownership guidelines; multi‑metric STIP/LTIP with rTSR modifier; strong say‑on‑pay support (98%) .
- Alignment: Holds common stock and DSUs; meets director ownership guidelines (aggregate compliance affirmed) .
- Conflicts/Related Party: Board policy requires prior review of related‑person transactions; none requiring disclosure in 2024 and into 2025 (and none in 2023) .
- Watch items/red flags: None observed in filings; director equity is time‑based DSUs (no performance risk‑shift), but pay mix and committee fees are standard market practice with caps under the incentive plan .
Appendix: Director Compensation Detail (Stephen E. Gorman, 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 164,500 |
| Stock Awards (DSUs) | 124,979 |
| All Other Compensation | — |
| Total | 289,479 |