Douglas Thompson
About Douglas Thompson
Douglas G. Thompson (age 52) serves as Managing Director and Chief Executive Officer and joined the Board in May 2023 after serving as Chief Operating Officer, Australia (Sept 2021–May 2023); he is not an independent director under NYSE/SEC/ASX definitions . His education includes a National Higher Diploma in Mechanical Engineering (Cape Peninsula University of Technology), BSc (Hons) Mining Engineering (University of Witwatersrand), and an International Executive Development Program (University of Cambridge and University of Witwatersrand); he is a Chartered Professional Engineer and Fellow of Engineers Australia and AusIMM . Performance context: 2024 net loss was $108.9 million and operating cash flow was $74.0 million; the value of a $100 initial investment based on TSR was $40 in 2024 vs $101 in 2023 (peer TSR: $317 in 2024) . Company pay links emphasize Cash Flow, Relative TSR, and Adjusted EBITDA as key measures connecting compensation actually paid to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coronado Global Resources Inc. | Managing Director and Chief Executive Officer | May 2023–present | Selected for Board due to extensive coal industry knowledge |
| Curragh Queensland Mining Pty Ltd (subsidiary) | Chief Operating Officer, Australia | Sept 2021–May 2023 | Led Australian operations prior to CEO promotion |
| Thiess Pty Ltd (CIMIC Group affiliate) | Managing Director and Chief Executive Officer | Oct 2017–Jul 2021 | Ran engineering-led construction and mining services business |
| CIMIC Group companies (CPB Contractor, Sedgman, Thiess) | Leadership positions | Prior to 2017–2021 period | Senior leadership across engineering and mining services |
| Gold Fields Limited | Senior roles | Not disclosed | Senior positions at multinational gold miner |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in 2025 proxy | — | — | No other public company directorships disclosed for Thompson |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $470,526 | $764,606 | $868,195 |
| Stock Awards (grant-date fair value) | $401,834 | $436,437 | $804,103 |
| Non-Equity Incentive (STI) | $280,668 | $580,725 | $1,154,670 |
| All Other Compensation | $16,917 (superannuation) | $17,515 (superannuation) | $18,924 (superannuation) |
| Total Compensation | $1,309,065 | $1,799,283 | $2,845,892 |
| As-of 12/31/2024 Base Salary in Agreement | — | — | $890,819 |
| As-of 12/31/2024 Fixed Annual Remuneration (incl. superannuation TEC) | — | $782,121 | $909,743 |
Notes:
- Base salary increased effective March 1, 2024 to align with CEO role and market benchmarks .
- Government-mandated superannuation contributions were $18,924 in 2024 for Thompson .
Performance Compensation
Short-Term Incentive (STI) – FY2024
| Component | Target/Max | Actual/Payout | Design/Notes |
|---|---|---|---|
| STI Target (% of fixed annual remuneration) | 100% | — | CEO entitled to target equal to 100% of fixed annual remuneration |
| STI Maximum (% of fixed annual remuneration) | 200% | — | Maximum opportunity 200% of fixed annual remuneration |
| Actual STI Paid (USD) | — | $1,154,670 | At-risk variable component aligned to Company and individual goals; average NEO payout was 56.95% of maximum in 2024 |
| Performance Period | FY2024 | — | Awards granted under STI plan |
Long-Term Incentive (PSUs)
| Term | Detail |
|---|---|
| Grant Date | September 13, 2024 |
| Units Granted (Max) | 1,199,564 CDIs (equivalent to 119,956 shares; shares rounded to eliminate partials) |
| Grant-Date Fair Value | $804,103 |
| Performance Metrics | Relative Total Shareholder Return (33.33% weight); Cash Flow; Adjusted EBITDA |
| Performance Period | Jan 1, 2024–Dec 31, 2026 |
| Vesting Assessment | Following release of audited FY2026 results (generally no later than Mar 31, 2027) |
| Settlement | No later than 30 days after vesting; dividend equivalents added for distributions between performance end and settlement |
| Employment Condition | Continuous employment through vesting date required |
| Options | No options granted to NEOs in 2022–2024 |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| Apr 25, 2022 | 59,829 | $284,547 |
| Apr 11, 2023 | 59,325 | $282,150 |
| Sep 13, 2024 | 119,956 | $570,513 |
Vesting/Sales Activity (FY2024)
- Thompson had no PSUs vest and executed no option exercises in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 16, 2025) | 6,020.1 shares of common stock (60,201 CDIs); less than 1% of outstanding |
| Shares Outstanding Basis | 167,645,373 shares outstanding as of Apr 16, 2025 |
| Options | None exercisable/unexercisable reported for Thompson in 2022–2024 |
| Stock Ownership/Hedging Policies | Clawback policy applies broadly to awards; hedging of Company securities acquired under equity plans prohibited prior to vesting and never while under holding locks/restrictions |
Employment Terms
| Term | Thompson’s Agreement |
|---|---|
| Agreement Dates | Initial COO agreement Sept 1, 2021; new CEO agreement upon promotion in May 2023 |
| Base Salary | Initial CEO salary $764,606; as-of 12/31/2024 $890,819; TEC as-of 12/31/2024 $909,743 (incl. superannuation) |
| Superannuation | Company contributions up to statutory maximum; $18,924 in 2024 |
| Incentive Eligibility | Eligible for Company incentive arrangements (STI, PSUs) |
| Termination Notice | 3 months by either party; Company may pay in lieu of notice |
| Non-Compete/Non-Solicit | 12 months post-termination |
| Severance (Without Cause/Good Reason) | Lump sum equal to six months’ total employment cost |
| Redundancy | Statutory NES redundancy capped at 12 weeks fixed salary (reducing to 10 weeks after 10 years of service) |
| Change-in-Control | PSUs vest pro-rata based on performance through change-in-control at Committee discretion; unvested forfeited; vested PSUs settle automatically unless Board decides otherwise; STI payments discretionary |
Board Service & Governance
- Board service: Director since May 2023; Managing Director and CEO .
- Independence: Not independent (executive officer) .
- Committees: Standing committees are Audit, Compensation & Nominating, and Health, Safety, Environment & Community; Thompson not listed on Audit or Compensation & Nominating committee rosters .
- Attendance: All current directors attended at least 75% of applicable Board and committee meetings in 2024 .
- Governance notes: Executive Chair leads non-management director sessions at each regular Board meeting; Lead Independent Director role discontinued following the 2025 AGM .
Compensation Structure Analysis
- Mix and trends: 2024 CEO base salary increased with role transition; compensation features at-risk STI and multi-year PSUs; no stock options granted to NEOs in 2022–2024, indicating a preference for PSUs/RSUs over options .
- Pay-for-performance mechanisms: STI aligned to Company and individual goals; PSUs tied to Relative TSR, Cash Flow, and Adjusted EBITDA over 2024–2026 performance period .
- Shareholder feedback: 2024 say-on-pay approval ~97.5%; no material changes made solely due to the vote .
Investment Implications
- Alignment and retention: Thompson’s equity grants vest post-FY2026 audit (around Mar 2027) and require continuous employment, supporting retention but deferring realizable pay; severance equal to six months TEC moderates termination costs .
- Performance sensitivity: PSU metrics (Relative TSR, Cash Flow, Adjusted EBITDA) increase leverage to multi-year operational and market outcomes; 2024 TSR was weak ($100 → $40), while financials showed a net loss ($108.9m) and reduced operating cash flow, potentially lowering PSU realizable value absent improvement .
- Selling pressure risk: No 2024 vesting for Thompson and no options grants reduce near-term forced-selling risk; sizable unvested PSU tranches (2019–2024 grants) represent overhang through 2027 .
- Governance: Thompson’s non-independence as CEO-director is balanced by independent committee oversight and executive sessions led by Executive Chair; the removal of the Lead Independent Director role post-AGM warrants monitoring for board balance perceptions .