Brian M. Chopin
WARRIOR MET COALAbout Brian M. Chopin
Brian M. Chopin, age 42, is Senior Vice President, Chief Accounting Officer and Controller of Warrior Met Coal (HCC). He has served as Chief Accounting Officer and Controller since March 2016 and was promoted to Senior Vice President in March 2023; he is a certified public accountant with B.S. and M.Acc. (tax emphasis) from the University of Mississippi . Company performance in 2024: net income $250.6M, Adjusted EBITDA $447.9M; sales volumes +6% YoY and production volumes +8% YoY; regular and special dividends totaled $43.8M; TSR was approximately -9.69% vs a peer median of -29.72% . As CAO, Chopin is responsible for implementing disclosure controls, working with the CFO and internal audit on control adequacy and enterprise risk reporting to the Board .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Warrior Met Coal | Senior Vice President, Chief Accounting Officer & Controller | 2023–present | — (not specifically disclosed) |
| Warrior Met Coal | Chief Accounting Officer & Controller | 2016–2023 | Implements disclosure controls; supports SEC reporting and internal control evaluations |
| Walter Energy | Chief Accounting Officer & Controller | 2015–2016 | — (not specifically disclosed) |
| Walter Energy | Assistant Corporate Controller; SEC Reporting Manager | 2012–2015 | — (not specifically disclosed) |
| KPMG | Audit Manager, Assurance & Advisory | 2006–2012 | — (not specifically disclosed) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed |
Fixed Compensation
Not disclosed for Mr. Chopin in the proxy. Executive officer pay program elements (salary review cadence and components) are described at the company level; detailed figures are presented only for named executive officers (NEOs) and exclude Chopin .
Performance Compensation
Chopin participates in the executive incentive programs; the 2024 annual cash incentive plan and performance-based RSUs for executives were funded based on rigorous operational, financial, and safety metrics. Companywide outcomes for 2024 were well above target, driving high payout factors .
2024 Annual Cash Incentive Program – Company Metrics and Outcomes
| Metric | Threshold | Target | Maximum | Actual | Payout Weight Contribution |
|---|---|---|---|---|---|
| Adjusted EBITDA ($) | $386,986,300 | $442,270,100 | $497,553,800 | $491,732,700 | 37.89% |
| Capital Expenditures ($, select categories) | $119,857,600 | $113,864,700 | $107,871,800 | $106,943,600 | 40.00% |
| Metric Tons of Production | 6,556,000 | 6,724,100 | 7,060,400 | 7,481,800 | 40.00% |
| Cash Cost per Metric Ton | Confidential metric; threshold/target/maximum undisclosed | Confidential | Confidential | ~11% better than target | 40.00% |
| Safety – TRIR | 4.39 | 1.54 | 1.46 | 1.53 | 21.66% |
| Total Plan Payout Factor | 50% | 100% | 200% | 179.55% | 179.55% |
2024 Performance-Based RSUs – Company Metrics and Outcomes
| Metric | Threshold | Target | Maximum | Actual | Payout Weight Contribution |
|---|---|---|---|---|---|
| Longwall Feet of Advance | 90% of target | Target | 110% of target | ~12% above target | 50.00% |
| Continuous Miner Feet of Advance | 90% of target | Target | 110% of target | ~6% above target | 40.45% |
| Cash Cost per Metric Ton | 105% of target (threshold) | Target | 95% of target (max) | ~13% better than target | 50.00% |
| Total Shareholder Return (relative) | 20% below peer median | Peer median: -29.72% | 20% above peer median | -9.69% | 50.00% |
| Total RSU Payout Factor | 50% | 100% | 200% | 190.45% | 190.45% |
Key design features:
- Time-based RSUs vest ratably over three years; performance-based RSUs earn 0–200% of target across three annual tranches, with TSR measured over the full three-year period starting 2024 .
- The Compensation Committee committed to include double‑trigger change‑in‑control vesting in all equity awards beginning in 2025; repricing is prohibited under the 2017 Equity Plan .
Equity Ownership & Alignment
- Beneficial ownership and recent insider activity: Chopin sold 585 shares at $84.75 on Nov 12, 2025, and 1,498 shares at $80.54 on Nov 13, 2025; beneficial ownership decreased from 21,322 to 19,824 shares (direct) .
- Ownership as % of shares outstanding: 19,824 of 52,559,285 shares outstanding ≈ 0.038% (as of the 2025 record date) .
- Pledging/hedging: Company policy prohibits pledging and hedging; none of the directors or executive officers has pledged company stock .
- Stock ownership guidelines: Executives must own 3x base salary (CEO: 5x); individuals must retain net shares from equity vesting until compliant, with five years to meet thresholds .
Vesting and Retention Framework
- Time-based RSUs: 3-year ratable vesting; full vesting upon change-in-control; full vesting upon death, disability, or retirement; forfeiture if otherwise terminated .
- Performance RSUs: Earn at target upon change-in-control or death/disability/retirement for remaining measurement periods; forfeiture upon other terminations; 2024 tranche paid based on actual 190.45% factor .
Employment Terms
- Employment agreements: The Company states it has employment agreements with each executive officer (including Chopin); NEO agreements include severance for termination without cause/for good reason and double‑trigger change‑in‑control terms .
- Severance policy governance: Stockholder approval required for future severance agreements exceeding 2.99x salary+target bonus (adopted Feb 2024) .
- Restraints and compliance: NEO agreements include 12‑month non‑compete and 24‑month non‑solicit; Company clawback policies cover restatements and erroneously awarded incentive compensation; executives are barred from hedging/pledging .
Investment Implications
- Alignment signals: Robust clawbacks, prohibition on hedging/pledging, and stock ownership guidelines requiring multi‑of‑salary ownership align executive incentives with shareholders; equity awards moving to double‑trigger vesting further strengthen alignment .
- Performance linkage: Executive incentives are tied to operational efficiency (longwall/continuous miner advance), cost discipline, safety and TSR—metrics that directly influence cash generation and valuation in a volatile commodity environment .
- Insider selling pressure: Chopin’s two November 2025 sales totaling 2,083 shares reduced holdings to 19,824 shares—modest relative to total outstanding shares—suggesting limited direct selling pressure on the stock from his activity .
- Retention risk: Long tenure since 2016 and executive agreements at the company indicate structured retention frameworks; company policy constrains excessive severance, and RSU vesting schedules encourage continuity through multi‑year performance cycles .