Alan H. Schumacher
WARRIOR MET COALAbout Alan H. Schumacher
Alan H. Schumacher, age 78, has served as an independent director of Warrior Met Coal (HCC) since 2017 and is the Audit Committee Chair and a member of the Compensation Committee; he is designated as an SEC/NYSE “audit committee financial expert” and is a certified public accountant . His background includes serving as EVP & CFO of American National Can Corporation and a decade on the Federal Accounting Standards Advisory Board; he holds a B.S. in Accounting (University of Illinois) and an MBA (Roosevelt University) . He is one of four independent directors; the Board reports no director attending fewer than 75% of meetings, and it held five meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American National Can Corporation | EVP & CFO | 1997–2000 | Led financial reporting and internal controls |
| American National Can Corporation | VP, Controller & Chief Accounting Officer | 1985–1996 | Accounting leadership; governance and controls |
| Federal Accounting Standards Advisory Board | Member | 2002–2012 | Standard setting; financial reporting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| EVERTEC, Inc. (EVTC) | Director (current) | Since 2013 | Payments/IT services; no disclosed HCC related-party ties |
| Albertsons Companies, Inc. (ACI) | Director (current) | Since 2015 | Grocery retail; no disclosed HCC related-party ties |
| Blue Bird Corporation (BLBD) | Director (past) | 2008–2023 | School buses |
| BlueLinx Holdings Inc. (BXC) | Director (past) | 2004–2021 | Building products distribution |
| Noranda Aluminum Holding Corp. | Director (past) | 2008–2016 | Aluminum |
| Quality Distribution, Inc. | Director (past) | 2004–2015 | Logistics/transport |
Board Governance
- Independence: The Board determined Schumacher is independent under NYSE rules; all key governance committees are fully independent .
- Committee assignments: Audit Committee Chair (4 meetings in 2024); Compensation Committee Member (4 meetings in 2024) .
- Attendance: Board met five times in 2024; no director attended fewer than 75% of Board and assigned committee meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Independent Chair policy; regular executive sessions; majority voting for directors; proxy access bylaw adopted in 2024 .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit | Chair | 4 | Financial reporting, auditor oversight, internal audit, compliance, risk, controls |
| Compensation | Member | 4 | CEO/NEO pay, director compensation, pay design, HR policies, clawbacks |
| Board (overall) | Director | 5 | Strategy, risk, governance |
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Board Annual Cash Retainer | $100,000 | Regular non-employee director retainer |
| Audit Committee Chair Fee | $25,000 | Chair retainer |
| Compensation Committee Member Fee | $7,500 | Member retainer |
| Cash Fees Earned (Total) | $132,500 | Sum of above; reported as “Fees Earned in Cash” |
| Annual RSU Grant (Grant Date Fair Value) | $124,981 | Vests on first anniversary of grant date |
| All Other Compensation | $7,670 | Special dividends on RSUs vested in 2024 |
| 2024 Director Compensation (Total) | $265,151 | Cash + equity + other comp |
- Retainers are paid monthly in advance; directors are reimbursed for reasonable meeting-related expenses .
Performance Compensation
| Item | Terms | Metric/Trigger | Status |
|---|---|---|---|
| 2024 Director RSUs | Time-based | One-year vest; no performance metrics | Outstanding per grant; unvested balances noted below |
| Change-in-Control Vesting (from 2025 grants) | Double-trigger | Requires CIC + qualifying termination for vesting acceleration | Adopted following shareholder feedback |
- Unvested RSUs held by Schumacher as of Dec 31, 2024: 2,790 .
Other Directorships & Interlocks
- Current public boards: EVERTEC (EVTC) and Albertsons (ACI) .
- Related-party transactions: The company reports none above $120,000 involving directors since Jan 1, 2024 (excluding compensation) .
- Committee interlocks: None; no HCC executive served on boards/comp committees of companies with HCC executives on HCC’s Board .
Expertise & Qualifications
- CPA; SEC/NYSE “audit committee financial expert”; deep experience in accounting, financial reporting, internal controls .
- Senior executive track record (EVP & CFO) and extensive public board experience; human capital and governance expertise cited by HCC .
- Board skills matrix: Financial expertise, corporate governance, CEO experience, labor/HR, international/M&A .
Equity Ownership
| Metric | Value |
|---|---|
| Common Shares Beneficially Owned | 39,520 (<1% of 52,559,285 outstanding) |
| Unvested RSUs (12/31/2024) | 2,790 |
| Pledged/Hedged Shares | None; pledging/hedging prohibited and none reported |
| Director Ownership Guideline | ≥5× annual cash retainer ($100,000), to be met within 5 years; retention of net shares until met |
| Compliance with Guideline | All non-employee directors currently satisfy, within applicable timeframes |
Governance Assessment
- Strengths: Independent Audit Chair with CPA and “financial expert” designation overseeing controls, compliance, and risk; fully independent key committees and majority voting standard enhance accountability . Balanced director pay mix with equity alignment and ownership/retention requirements; no pledging allowed; proxy-access and double-trigger equity vesting adopted post-shareholder feedback .
- Engagement signals: Compensation Committee responsiveness after 66% say-on-pay support in 2024 (commitment to double-trigger vesting; restraint on off-cycle awards), with independent consultant Pay Governance advising; Schumacher participates as a member of the Compensation Committee .
- Potential risks/red flags: Mandatory retirement age of 80 (subject to Board exceptions) implies near-term succession planning given Schumacher’s age (78); overboarding risk moderate (three public boards including HCC) but no related-party conflicts disclosed; late Form 4 filed in 2024 to report RSU vesting (administrative timing issue) .