William Champion
PEABODY ENERGYAbout William H. Champion
Independent director of Peabody Energy (BTU). In 2024 he served on the Audit Committee until May, then moved to the Compensation Committee as part of a board rebalancing; he is not a committee chair . He is classified as independent (all directors except the CEO are independent) , and was re-elected at the May 8, 2025 annual meeting with 76,936,034 votes “FOR,” 1,769,922 “AGAINST,” and 191,601 “ABSTAIN” . Board attendance in 2024 was strong overall (each director ≥75%; average ~96%); non‑management directors held 15 executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peabody Energy (BTU) | Independent Director | 2023–2025 (current) | 2023: Audit Committee member; Health, Safety, Security & Environmental (HSSE) Committee member . In 2024: Audit Committee member through May (8/10 meetings overall; 5/5 while member); then joined Compensation Committee as part of board rebalancing . |
External Roles
- Not disclosed in the retrieved 2024–2025 BTU proxy statements (no other public company directorships identified in the cited pages) .
Board Governance
- Independence: Independent director; the board determined all current members except the CEO are independent .
- Committee memberships and chair roles:
- 2024 Audit Committee through May; then Compensation Committee member (Compensation Committee chaired by Joe W. Laymon) .
- 2023 committees: Audit; HSSE .
- Attendance and engagement (2024): Audit Committee line shows Champion attended 8/10 meetings overall (80%); for the 5 meetings during his committee tenure he attended 100% . Board met 20 times; each director attended ≥75% of their board/committee meetings; average ~96%. Executive sessions of non-management directors held 15 times .
- Board leadership and structure: Non‑executive Chair (Robert A. Malone); all core board committees comprised entirely of independent directors .
Fixed Compensation
| Component | Amount/Program Detail |
|---|---|
| 2024 Director pay framework | Choice of $140,000 cash + $125,000 equity, or $132,500 cash + $132,500 equity; committee chair retainers (Audit $30k; Compensation $20k; HSSE $20k; Nominating & Governance $20k); Non‑Executive Chair retainer $165k; $1,500 per board meeting beyond 12/year . |
| 2024 Fees earned (Champion) | $144,500 (includes annual retainer and applicable meeting/committee fees) . |
Performance Compensation
| Component | Grant details / metrics |
|---|---|
| 2024 Equity award (non‑employee directors) | Deferred Stock Units (DSUs) granted May 10, 2024; each director received 5,712 DSUs at $21.88 grant date value. DSUs vest monthly over 12 months; distribution generally at the earlier of 3 years post‑grant or separation (per director election) . |
| Performance metrics | N/A – non‑employee director DSUs are time‑based, not performance‑based . |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks (2024) | Compensation Committee members (Laymon, Champion, Gorman) were independent; none were current/former officers; no executive officer served on another board’s comp committee where a Peabody executive sat; no Item 404 related person relationships for members in 2024 . |
| Other public company boards | Not disclosed in the retrieved proxy pages . |
Expertise & Qualifications
- Committee service indicates experience spanning financial oversight (Audit Committee) and operational/safety oversight (HSSE), and executive compensation oversight (Compensation Committee) .
- The board affirms directors possess skills across finance/accounting, operations, governance and related domains; all non‑CEO directors are independent .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | Listed as “—” (less than 1%); asterisks indicate <1% for directors . |
| DSUs outstanding | 28,491 DSUs (incl. dividend equivalents) as of March 13, 2025 . Also shown as 28,338 stock awards outstanding as of December 31, 2024 . |
| Ownership guidelines | Non‑employee directors must hold ≥$500,000 in company stock; compliance measured each Dec 31; all directors were compliant as of Dec 31, 2024 except Dr. Banks (within 5‑year window) . |
| Hedging/pledging | Prohibited by company policy for directors and employees . |
Director Compensation (2024 actual)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| William H. Champion | 144,500 | 124,979 | — | 269,479 |
Additional context: On May 10, 2024, each then‑serving non‑employee director received 5,712 DSUs at $21.88 per share; amounts shown are rounded down to nearest whole DSU .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: 98% approval at the 2024 annual meeting; committee considered results and maintained alignment with pay‑for‑performance .
- 2025 director election results (Champion): For 76,936,034; Against 1,769,922; Abstain 191,601; Broker non‑vote 16,744,969 .
Related Party Transactions (Conflicts)
- Compensation Committee members (including Champion) had no relationships requiring Item 404 disclosure for 2024 .
- Company policy requires review/approval of any related person transactions; 2023 proxy reported no related person transactions during 2023 through filing date .
Governance Assessment
- Strengths:
- Independence and multi‑committee experience (Audit → Compensation; HSSE in 2023), indicating versatility and board confidence in redeploying skills where needed .
- Shareholder alignment via DSUs and compliance with robust $500k ownership guideline (board‑wide compliance except one recent appointee within grace period) .
- Policies prohibiting hedging/pledging and a standing clawback policy for executives support strong governance culture .
- Strong shareholder backing in 2025 director election and high say‑on‑pay support in 2024 .
- Watchpoints:
- Committee attendance line shows 80% overall on Audit in 2024, though 100% of meetings held while a member (reflects mid‑year transition); continue monitoring attendance consistency post‑transition .
- Beneficial ownership table reports negligible direct share ownership; however, significant DSUs (28,491) and compliance with director ownership guidelines help mitigate alignment concerns .