Barend van der Merwe
About Barend van der Merwe
Barend J. van der Merwe is Chief Financial Officer (CFO) of Coronado Global Resources Inc. (CODQL), appointed effective April 2025; he is 49 and a Chartered Accountant (SAICA; CA ANZ). He holds a B.Com (Hons) in Accounting Sciences from the University of Pretoria and previously served as CFO of Evolution Mining, with senior finance and transformation roles at Orica, and CFO roles at Lonmin Plc and Debswana; earlier he held senior finance roles at Anglo American Platinum and audit roles at PwC . Company performance context pre‑dating his tenure: 2024 cumulative TSR equated to $40 on a $100 initial investment vs peer group $317 ; 2024 net loss was $108.9 million, cash from operations was $74.0 million, and capex $249.9 million (up 9.7% YoY), with safety TRIR at 1.16 (vs 0.84 in 2023) .
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Evolution Mining | Chief Financial Officer | Mar 2023 – Mar 2025 | Group CFO of gold miner |
| Orica Limited | VP, Organizational Effectiveness Transformation Program | May 2022 – Dec 2023 | Led transformation program |
| Orica Limited | VP, Group Finance | Jul 2019 – May 2022 | Group finance leadership |
| Lonmin Plc | CFO and Executive Director | Apr 2016 – Jun 2019 | CFO of PGM miner, board role |
| Debswana Diamond Co. | Chief Financial Officer | Dec 2012 – Dec 2015 | CFO of diamond JV |
| Anglo American Platinum | Senior finance roles | 2002 – 2012 | Various senior finance roles |
| PricewaterhouseCoopers | Audit and accounting roles | 1998 – 2002 | External audit / accounting |
External Roles
- None disclosed in CODQL filings reviewed.
Fixed Compensation
| Element | Terms (currency as stated) | Source |
|---|---|---|
| Base salary / TEC (Australia) | A$800,000 total employment cost per annum (includes statutory superannuation) | |
| Sign‑on | A$200,000, paid with first payroll after CFO effective date | |
| Benefits | Eligible for Company executive incentive arrangements | |
| Retention plan | Cash retention award sized as % of TEC: 20% payable end‑2025; 40% end‑2026; 40% end‑2027; subject to continued employment | |
| Notice | 3 months by either party (or pay in lieu) | |
| Severance (non‑egregious termination by Company) | 6 months’ wages plus superannuation contributions | |
| Redundancy | Retrenchment per Australian legislation | |
| Restrictive covenants | 12‑month post‑termination non‑compete and non‑solicit |
No target bonus % or annual cash bonus outcome for the CFO was disclosed in the appointment 8‑K; filing states only that he is “eligible to participate in incentive arrangements.”
Performance Compensation
Short‑Term Incentive (STI) – Framework and 2024 outcomes (context)
For 2024, Company STI metrics (50% of opportunity) were split between safety and Group Free Cash Flow (FCF), with the remaining 50% based on individual goals. Company results yielded 0% payout on both safety and Group FCF metrics; overall NEO STI outcomes reflected individual performance components. Although van der Merwe was not CFO in 2024, this framework is the current design.
| Metric | Weight | Entry | Target | Stretch | Result | % Achieved |
|---|---|---|---|---|---|---|
| Group Safety (TRIR) | 25% | 1.0 | 0.9 | 0.8 | 1.2 | 0% |
| Group FCF (EBITDA – capex) | 25% | $144m | $192m | $211m | -$135m | 0% |
| NEO (2024) | Max Oppty (% of base/TEC) | Max Payout (US$) | Actual Payout (US$) |
|---|---|---|---|
| CEO (Thompson) | 200% | $1,819,486 | $1,154,670 |
| Ziems (former Group CFO) | 100% | $649,693 | $320,426 |
| Bitzer (GCOO) | 100% | $625,000 | $453,125 |
| Meyering (CLO) | 75% | $397,500 | $168,938 |
Additional STI structure: 50% of STI (for certain NEOs) was deferred 12 months; Board retains discretion to accelerate or cancel deferred STI in limited cases (e.g., restatement, misconduct) .
Long‑Term Incentive (LTI) – Plan and metrics
- Initial grant for CFO: PSUs with A$600,000 target value, performance period 2024–2026 .
- Company 2018 Plan uses PSUs with three equally weighted metrics: Safety (TRIFR/TRIR vs industry), relative TSR vs a defined peer group, and cash flow (Adjusted EBITDA less capex, interest, tax) measured over a 3‑year period .
- TSR payout curve (illustrative): 0% below 50th percentile; 50% at 50th; linearly to 100% at ≥75th percentile .
- Recent LTI outcomes (illustrative for plan design): 2022–2024 scorecard achieved 61.7% overall (Safety AUS 32%/US 72%, TSR 0%, Cash flow $762.2m) .
Clawback and Hedging
- Clawback policy applies to 2018 Plan awards upon fraud, gross misconduct, material misstatement, or other specified events; recoupment can include forfeiture of unvested/vested-but-unexercised awards and repayment of proceeds/dividends .
- Hedging of Company securities acquired under equity plans is prohibited prior to vesting; securities must not be hedged while under holding locks/restrictions .
Equity Ownership & Alignment
| Item | Status / Detail |
|---|---|
| Beneficial ownership | As of April 16, 2025, the executive ownership table did not list the newly appointed CFO; prior CFO Ziems is shown; thus no CFO share count was reported at that record date . |
| Pledging | No pledging by executives was disclosed; hedging is restricted as above . |
| Executive stock ownership guidelines | Not disclosed for executives in the 2025 proxy (director shareholding policy provided separately) . |
| Equity vehicles outstanding | PSUs under the 2018 Plan; no options granted in 2024; equity plan permits multiple award types . |
Employment Terms
| Provision | Detail | Source |
|---|---|---|
| Contracting entity | Curragh Queensland Mining Pty Ltd (Australia) | |
| Term | Ongoing employment; standard notice terms | |
| Notice | 3 months each side (or payment in lieu) | |
| Severance | 6 months’ wages + super if terminated by Company other than specified egregious grounds | |
| Redundancy | As per Australian legislation | |
| Post‑termination restrictions | 12‑month non‑compete and non‑solicit | |
| Change‑in‑control (equity) | Pro‑rata vesting of PSUs at CIC based on performance measured at CIC; unearned forfeited; Board discretion on STI in specific CIC circumstances |
Financial Performance Context (pay‑for‑performance linkage)
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $2,830.689m* | $2,444.862m* |
| EBITDA | $303.032m* | $80.280m* |
| Cash from Operations | $268.282m* | $74.039m* |
| Capital Expenditure | -$237.205m* | -$248.142m* |
Values retrieved from S&P Global.*
Note: Additional 2024 KPIs disclosed in proxy: net loss $108.9m; cash from operations $74.0m; capex $249.9m; liquidity $467.9m; safety TRIR 1.16 (vs 0.84 in 2023) .
Governance, Committee, Peer Group, and Say‑on‑Pay
- Compensation & Nominating Committee members (2024): William (Bill) Koeck (Chair), Greg Pritchard, Laura Tyson; responsibilities include CEO/direct report comp, plan oversight, market benchmarking, and shareholder engagement .
- Say‑on‑Pay 2024 result: ~97.5% approval; no material changes made solely due to the vote .
- TSR peer groups used for LTI include U.S./Australian coal and diversified miners (e.g., Warrior Met Coal, CONSOL, Arch, Whitehaven, Alpha, New Hope, Peabody, Teck, Cleveland‑Cliffs, South32; some periods included Fortescue, Champion Iron) .
Investment Implications
- Alignment and incentives: The CFO’s compensation skews to at‑risk pay via a sizable three‑year PSU grant (A$600k target) tied to safety, cash flow, and relative TSR, aligning with shareholder value creation levers in a cyclical commodity business .
- Retention risk: A front‑loaded cash retention plan (20%/40%/40% of TEC across 2025–2027) plus moderate severance (six months’ wages + super) and 12‑month non‑compete strengthen near‑term retention and continuity during a CFO transition year .
- Selling pressure: Near‑term insider selling pressure appears limited given long‑dated PSU vesting and staged cash retention payments; no CFO beneficial ownership was reported as of the April 2025 record date .
- Pay‑for‑performance: With 2024 Company metrics (safety/FCF) paying 0% on the corporate portion of STI, the framework shows downside sensitivity; future CFO incentives will be sensitive to free cash generation and safety outcomes, while LTI outcomes depend on TSR vs peers and cash flow delivery .
- Governance support: Strong 2024 Say‑on‑Pay support (~97.5%) and robust clawback/hedging policies reduce governance risk; no pledging policy disclosure for executives was identified .
Overall: The CFO’s package balances retention (cash bridge) with performance‑equity exposure over a three‑year horizon; successful deleveraging and FCF improvement should drive STI/LTI realization, while safety and relative TSR hurdles mitigate windfalls amid commodity cyclicality .