Garold Spindler
About Garold Spindler
Garold Spindler, age 77, is Executive Chair and Director of Coronado Global Resources Inc. (CODQL). He served as Managing Director and Chief Executive Officer from August 2018 to May 2023 and became Executive Chair in May 2023. He holds B.S. and M.S. degrees in Mining Engineering from West Virginia University and a Masters of Management from Stanford University, with 50 years of coal industry leadership, including CEO roles at UK Coal, Amax Coal, and Pittston Coal . Company performance under the compensation scorecards shows low relative TSR achievement across LTI cycles (TSR tranche outcomes: 2020–2022: 0% earned; 2021–2023: 0%; 2022–2024: 0%), while safety and cash flow tranches paid out meaningfully; in 2024 the Company reported a net loss of $108.9m, Capex $249.9m, and Cash from Operations $74.0m .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coronado Global Resources Inc. | Managing Director & CEO | Aug 2018 – May 2023 | Led company through public-market period; senior signatory on SEC filings . |
| Coronado Global Resources Inc. | Executive Chair | May 2023 – present | Leads Board agenda, liaison to management, oversees governance and AGM; not independent . |
| Coronado Group LLC | CEO (prior to IPO) & Board of Managers member | 2011–2018; Board of Managers as of 2025 | Oversaw pre-IPO growth; on Board of Managers with EMG designee, influencing capital allocation at controlling holder level . |
| UK Coal | Chief Executive Officer | Prior to 2018 | Led one of the largest coal operators (industry credentials) . |
| Amax Coal Company (U.S.) | President & CEO | Prior to 2018 | Senior operating leadership in U.S. coal . |
| Pittston Coal Company | President & CEO | Prior to 2018 | Senior operating leadership in coal . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Coronado Group LLC (EMG-controlled) | Board of Managers | Current | Board of Managers includes Spindler; EMG affiliates own ~99% of Coronado Group LLC; governance influence over controlling holder . |
Fixed Compensation
Multi-year NEO compensation detail (USD). Spindler also receives an annual director fee in addition to base salary under his Executive Chair agreement.
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 925,000 | 985,000 (one-time discretionary) | — | — | 158,994 | 2,068,994 |
| 2023 | 1,060,000 | — | 670,438 | — | 94,987 | 1,825,425 |
| 2022 | 1,250,000 | — | 995,643 | 718,750 | 130,082 | 3,094,475 |
Additional fixed terms (Executive Chair agreement): base salary $700,000 and annual director fee $225,000; as of Dec 31, 2024, both remained at $700,000 and $225,000, respectively .
Performance Compensation
Short-Term Incentive (STI) – 2024 Design and Outcomes
Spindler did not receive a 2024 STI; Board granted him a one-time discretionary bonus ($985,000) recognizing prior CEO service and transition support .
| 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% |
| Individual Goals | 50% | — | Role-based | — | Assessed by C&N Committee | Varied by NEO |
Delivery mechanics (for eligible NEOs in 2024): 50% paid in cash post-audit; 50% deferred 12 months; Spindler not eligible for STI; his 2024 award was discretionary cash .
Long-Term Incentive (PSUs) – Scorecards and Spindler’s Awards
LTI scorecards weight equally: Safety (TRIFR/TRIR), Relative TSR vs peer group, and Cash Flow (Adjusted EBITDA less capex/interest/tax) .
| LTI Cycle | Metric | Weight | Target Framework | Outcome | Payout on Metric |
|---|---|---|---|---|---|
| 2020–2022 | TSR vs peer (50th%=50%; ≥75th%=100%) | 33.33% | Relative percentile vs defined peers | 8% TSR tranche score | 0% |
| 2020–2022 | Safety (AUS TRIFR/US TRIR vs industry) | 33.33% | Below industry averages | AUS 66.23%; US 77% scores | 23.8% total safety tranche |
| 2020–2022 | Cash Flow | 33.33% | >$42m = 100% | $1,178m | 33.3% |
| 2021–2023 | TSR tranche | 33.33% | As above | 33% TSR score | 0% |
| 2021–2023 | Safety tranche | 33.33% | As above | AUS 35%; US 69% scores | 29.8% total safety tranche |
| 2021–2023 | Cash Flow | 33.33% | >$42m = 100% | $1,232m | 33.3% |
| 2022–2024 | TSR tranche | 33.33% | As above | 11% TSR score | 0% |
| 2022–2024 | Safety tranche | 33.33% | As above | AUS 32%; US 72% scores | 28.4% total safety tranche |
| 2022–2024 | Cash Flow | 33.33% | >$42m = 100% | $762.2m | 33.3% |
Spindler’s earned PSU tranches and vesting:
- 2020 grant: 514,785 PSUs earned (service-vested 2/16/2024) .
- 2021 grant: 940,372 PSUs earned (service-vested 2/14/2025) .
- 2022 grant: 91,464 shares earned for Spindler (from 2022 PSUs), scheduled to vest 2/12/2026, subject to continued service .
Notes on outstanding equity (12/31/2024):
- Options: 10,496 options (grant 10/23/2018), exercise price $22.13, expiring 10/23/2028 .
- Unvested/uneared stock awards: 94,037 (2021 PSUs at 12/31/2024), 148,241 (2022 PSUs earned, service-vesting 2/12/2026), 91,132 (2023 PSUs subject to 2023–2025 performance) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 159,941.7 shares of common stock (equivalent to 1,599,417 CDIs); includes 1,494,457 CDIs owned and 104,960 CDIs acquirable within 60 days via options; <1% of outstanding . |
| Ownership as % of outstanding | Less than 1% (based on 167,645,373 shares outstanding as of 4/16/2025) . |
| Vested vs unvested | Options exercisable (10,496 shares); PSUs/RSUs unvested per above (2021/2022/2023 grants) . |
| Pledging/Hedging | Company prohibits hedging of unvested awards; hedging generally restricted under Securities Dealing Policy; no explicit pledging disclosure noted in cited sections . |
| Ownership guidelines | Non-Executive Directors are required to hold equity equal to annual gross board fees by year five; Spindler is an executive chair (not an NED) . |
| Additional economic interests | Holds 34.5% of Coronado Group LLC management incentive units (MIUs) and 0.95% of Class A units, sharing in distributions at the controlling-holder level . |
Employment Terms
| Term | Key Provisions |
|---|---|
| Role | Executive Chair since May 2023 . |
| Cash compensation mechanics | Base salary $700,000; annual director fee $225,000; both unchanged as of 12/31/2024 . |
| Incentive eligibility | Eligible for STI/LTI per plan documents; no 2024 STI; $985,000 one-time discretionary bonus in Aug 2024 for prior CEO service/transition . |
| Term/renewal | Automatically renews annually at AGM unless terminated or not re-elected/removed as director . |
| Non-compete / Non-solicit | 1-year post-employment covenants (exceptions for “good reason” termination) . |
| Severance (without cause / good reason) | Base salary through date of next AGM; plus accrued obligations . |
| Clawback | Equity awards subject to robust clawback; STI clawback applies to Spindler . |
| Change in control | PSUs may vest pro rata based on performance measured at change in control, at C&N Committee discretion; STI may be paid at Board discretion . |
Board Governance (Service history, committees, dual-role implications)
- Board service: Director since 2018; elected by common stockholders in 2024 and 2025 AGMs (received 114.4m For/0.29m Withheld in 2024; 109.3m For/0.59m Withheld in 2025) .
- Committee roles: Not listed as a member of Audit, Compensation & Nominating, or HSEC standing committees; these are composed of independent and EMG-designated non-executives .
- Independence: Not independent (executive officer); EMG-designated director (Tyson) also not independent .
- Board effectiveness/attendance: Board met 12 regular and 1 special meeting in 2024; all current directors attended at least 75% of applicable meetings .
- Lead Independent Director: The Board determined the LID role will not continue after the 2025 AGM; Spindler, as Executive Chair, leads the Board and AGM, and serves as liaison to management .
- EMG control rights: EMG, via a Series A share, retains director designation rights tied to ownership thresholds and committee representation rights; Spindler sits on Coronado Group LLC’s Board of Managers .
Director Compensation Context (for dual-role clarity)
- Spindler receives both executive pay and a director fee under his Executive Chair agreement ($225,000/year), highlighting a dual-role structure (executive + chair) .
- Non-Executive Director equity plan and ownership guidelines apply to NEDs, not to the Executive Chair .
Compensation Peer Group and Say-on-Pay
- Benchmarking: Guerdon Associates advised; peer set includes U.S. and Australian resource/industrial names (e.g., Warrior Met Coal, Arch/CONSOL (now Core Natural Resources), Peabody, Whitehaven, South32, New Hope, BlueScope, Evolution, others) .
- Say-on-Pay results: 2024 approval ~97.5% (proxy disclosure) ; 2025 vote approved with 96,560,735 For / 13,258,506 Against / 125,486 Abstain .
Performance & Track Record Highlights
- LTI scorecards: TSR tranches scored 0% across 2020–2022, 2021–2023, and 2022–2024 cycles; Safety and Cash Flow tranches paid meaningfully, supporting partial LTI outcomes .
- FY2024 operating context: Net Loss of $108.9m; Capex $249.9m; Cash from Operations $74.0m; liquidity sources $467.9m .
- PSU vesting realizations: Spindler realized vesting from 2020 and 2021 grants in Feb 2024 and Feb 2025; additional 2022-earned PSUs scheduled to vest Feb 2026 .
Risk Indicators & Red Flags
- Governance concentration: Executive Chair leadership with elimination of Lead Independent Director post-AGM increases governance concentration risk; Spindler not independent .
- Discretionary bonus: $985,000 outside STI in 2024 despite no STI payout for him; can be a pay-quality concern if repeated .
- Controlling shareholder dynamics: EMG’s designation rights and LLC-level economics (MIUs/Class A) may create alignment with controlling holder that differs from free float .
- Clawback/hedging: Strong clawback policy and restrictions on hedging support pay governance .
Equity Vesting & Potential Selling Pressure (12–24 month look-ahead)
| Award | Amount | Key Date(s) | Notes |
|---|---|---|---|
| 2022 PSUs (earned) – Spindler | 91,464 shares | Vests 2/12/2026 (service) | Earned Feb 12, 2025; subject to continued service to vest . |
| 2023 PSUs – Spindler | 91,132 shares (as of 12/31/24 outstanding) | Performance period ends 12/31/2025; certify by 3/31/2026 | Vesting subject to scorecard outcomes and service . |
| Options (10/23/2018) | 10,496 options | Expire 10/23/2028 | Exercise price $22.13; as of 12/31/24 CDI price $0.48 (per CDI) . |
Related Party & Interlocks
- EMG-related governance: EMG (via Coronado Group LLC) beneficially owns ~50.4% and designates a director (Tyson); Spindler is on Coronado Group LLC’s Board of Managers .
- Compensation committee: 2024 membership included Pritchard (independent), Tyson (EMG designee), and Koeck (independent Chair); transitions planned post-AGM .
Employment Contracts, Severance and Change-of-Control Economics
- Severance (without cause / good reason): cash equal to base salary through the next AGM date; plus accrued/vested amounts .
- Non-compete/non-solicit: one year (exceptions for “good reason”) .
- Change-in-control: pro-rata vesting of PSUs based on performance at CoC, at Committee discretion; STI may be paid at Board’s discretion .
Investment Implications
- Alignment: Significant earned and scheduled PSU vesting (2024–2026) plus MIUs/Class A interests support long-term equity linkage but TSR underperformance in LTI cycles tempers pay-for-performance alignment; 2024 discretionary cash bonus is a watch item .
- Retention risk: Auto-renewal at AGM, modest severance (salary to next AGM), and one-year restrictive covenants provide some retention protection; near-term PSU vesting in Feb 2026 may influence retention and potential share liquidity around vest dates .
- Governance: Executive Chair structure with elimination of Lead Independent Director increases concentration of power; EMG control rights remain a notable governance overlay for minority investors .
- Trading signals: Monitor insider ownership changes around certification/vesting windows (Feb 2026) and any further discretionary awards; strong Say-on-Pay support persists (2025 approved; 2024 ~97.5%), suggesting limited immediate shareholder pushback despite 2024 discretionary bonus .
Selected FY2024 operating context for benchmarking executive pay outcomes: Net Loss $108.9m; Capex $249.9m; Cash from Ops $74.0m; liquidity sources $467.9m .