Holly Koeppel
Core Natural ResourcesAbout Holly Keller Koeppel
Independent director of Core Natural Resources, Inc. (CNR), age 66, appointed upon the January 14, 2025 merger closing; currently serves on the Nominating & Corporate Governance Committee and the Health, Safety & Environmental Committee, with prior service on the Audit Committee from January 14 to February 18, 2025 . Background includes Managing Partner/head at Gateway Infrastructure Investments L.P. (2015–2017), Partner and Global Co-Head at Citi Infrastructure Investors (2010–2015), and EVP/CFO at American Electric Power (AEP) (2006–2009), bringing deep finance and energy industry expertise . The Board affirmatively determined she is independent under NYSE standards; the Board is 75% independent overall . As of March 6, 2025, she beneficially owned 19,448 CNR shares (<1% of outstanding) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Gateway Infrastructure Investments L.P. | Managing Partner and Head | Mar 2015 – Jan 2017 | Led an infrastructure fund focused on transportation, utility, and energy assets |
| Citi Infrastructure Investors (Citigroup) | Partner and Global Co-Head | 2010 – Feb 2015 | Co-led global infrastructure investment division |
| American Electric Power (AEP) | EVP & CFO; other executive roles | 2006 – 2009 (CFO); 2000 – 2006 (other roles) | Senior finance leadership at a large US utility holding company |
External Roles
| Company | Role | Tenure | Committees / Notes |
|---|---|---|---|
| AES Corporation | Director | Since Apr 2015 | Public utility/power generation; committee roles not disclosed in CNR proxy |
| British American Tobacco plc | Director | Since Jul 2017 | Global consumer goods; committee roles not disclosed in CNR proxy |
| Flutter Entertainment plc | Director | Since May 2021 | Global sports betting; committee roles not disclosed in CNR proxy |
| Vesuvius plc | Former Director | Apr 2017 – May 2021 | Ceramics; prior role ended 2021 |
| Arch Resources, Inc. | Former Director; Chair ESG & Nominating; Personnel & Compensation Committee member | Feb 2019 – Jan 2025 | Pre-merger leadership roles on ESG/Nominating and Comp committees |
Board Governance
- Committee assignments: currently Nominating & Corporate Governance (member) and Health, Safety & Environmental (member); previously Audit (member from Jan 14, 2025 until Feb 18, 2025) .
- Independence: the Board determined all directors other than the Executive Chair and CEO are independent under NYSE Section 303A; Koeppel is independent .
- Board composition: 75% independent; four fully independent Board committees .
- Governance mechanics: if a director receives more “withheld” than “for” votes, resignation must be tendered and reviewed by NCGC; plurality voting standard applies .
- Executive sessions: independent directors meet regularly in executive session, presided by the Lead Independent Director (currently Richard Navarre) .
Fixed Compensation
| Element | Dollar Value |
|---|---|
| Annual Board Cash Retainer | $140,000 |
| Lead Independent Director Additional Retainer | $35,000 (on top of $140,000) |
| Committee Chair Retainer (NCGC/HSE) | $15,000 |
| Audit Committee Chair Retainer | $30,000 |
| Compensation Committee Chair Retainer | $20,000 |
| Audit Committee Member Retainer | $10,000 |
| Annual Director RSU Grant (grant-date value) | $150,000; vests on first anniversary of grant |
| Director Deferred Compensation Plan | Optional deferral of cash/stock into deferred stock units, settled post-service (generally within 30 days, no later than 5 years) |
Notes:
- 2024 Director RSU awards were 1,733 units for each listed legacy director; unvested awards vested in full at the January 14, 2025 merger effective date. Koeppel joined the Board on the merger date; her specific 2025 director grant/retainer amounts are governed by the program above but not individually itemized in the proxy .
Performance Compensation
- Directors do not receive performance-based incentives at CNR; director equity is time-based RSUs and director compensation consists of fixed retainers plus annual RSUs, with no STIC/LTIC elements for non-employee directors .
Other Directorships & Interlocks
- Compensation Committee interlocks: none in the last completed fiscal year; no member of CNR’s Compensation Committee served as an officer/employee, and no reciprocal interlocks existed .
- Multi-board audit service: CNR restricts audit committee members serving on >3 public company audit committees unless the Board determines effectiveness is not impaired; the Board explicitly evaluated Koeppel’s simultaneous audit committee service on Core and three other companies and initially determined no impairment; she later left CNR’s Audit Committee on Feb 18, 2025 and joined NCGC .
Expertise & Qualifications
- Finance and accounting expertise; former public-company CFO (AEP) .
- Senior management and leadership across energy and infrastructure investing (Citi Infrastructure Investors; Gateway Infrastructure Investments) .
- Substantial knowledge of the energy industry; broad public company board experience contributing governance insight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Holly Keller Koeppel | 19,448 | <1% |
- Stock ownership guidelines (directors): hold CNR stock equal to 5x annual cash retainer, measured either at market price or using a fixed $20/share denominator; compliance required within 5 years of Board service start. As of 12/31/2024, all directors were compliant or within the transition period; Koeppel joined in 2025 and is within her 5-year compliance window .
Governance Assessment
- Positives: independent status; deep finance/energy credentials; active governance roles on NCGC and HSE; strong overarching governance features (clawback policy, stock ownership guidelines, four fully independent committees, regular executive sessions) bolster investor confidence .
- Oversight strength: HSE committee focus aligns with coal sector safety and environmental risk oversight; NCGC role strengthens board evaluation, composition, and governance process .
- Compensation alignment signals: directors paid via fixed retainers and annual RSUs with time-based vesting; no performance pay that could bias oversight decisions; deferred compensation available to align long-term interests .
- Potential risk indicators: simultaneous audit committee service on multiple public boards can raise workload/attention concerns; CNR disclosed it evaluated Koeppel’s load and initially found no impairment, and then moved her from Audit to NCGC, which reduces audit-load risk at CNR .
- Conflicts/related-party: no related person transactions reported for 2024, and none currently proposed; policy requires Audit Committee review/approval of any future related-party transactions, mitigating conflict risk .
- Shareholder feedback context: 2024 say-on-pay approval ~94.8% indicates broad support for CNR’s compensation practices and governance framework; while NEO-focused, it reflects overall investor sentiment .