Charles Lussier
WARRIOR MET COALAbout Charles Lussier
Chief Commercial Officer (CCO) at Warrior Met Coal (HCC) since March 2020; joined Warrior in March 2018. Age 50; Chemical Engineering (Université de Sherbrooke) and MBA (Athabasca University) with 11 years operating experience in Brazil and prior commercial/operations leadership at Dyno Nobel and Nexen/Canexus . Company performance in 2024: net income $250.6M and Adjusted EBITDA $447.9M; sales volumes +6% YoY and production +8% YoY; TSR was approximately -9.69% versus peer median -29.72% (payouts reflected strong operational outperformance despite price pressure) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Warrior Met Coal | Chief Commercial Officer | 2020–present | Lead global sales/marketing and commercial strategy for premium HVA steelmaking coal |
| Warrior Met Coal | SVP, Sales & Marketing | 2019–2020 | Transitioned commercial leadership post-IPO; expanded market reach |
| Warrior Met Coal | VP, Sales & Marketing | 2018–2019 | Built commercial function and contracts after joining Warrior |
| Dyno Nobel | GM, Nitrogen and Latin America Strategy | 2015–2018 | Led regional strategy for explosives; cross-border commercial execution |
| Canadian Occidental/Nexen/Canexus | Operations, BD, Sales & Marketing (multiple roles) | 1998–2015 | Commodity marketing and operations; 11 years in Brazil across sites |
External Roles
No public company directorships or external board roles disclosed for Lussier .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 357,162 | 376,383 | 394,728 |
| Target Bonus (% of base) | 80% | 80% | 80% |
| Perquisites ($) | 88,996 | 90,330 | 821 (company auto, sporting event tickets) |
| All Other Compensation ($) | 88,996 | 90,330 | 96,245 |
| Total Compensation ($) | 1,636,255 | 1,652,210 | 1,907,071 |
Performance Compensation
Annual Cash Incentive (2024 outcomes)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 20% | 386,986,300 | 442,270,100 | 497,553,800 | 491,732,700 | 37.89% |
| Capital Expenditures ($, sustaining) | 20% | 119,857,600 | 113,864,700 | 107,871,800 | 106,943,600 | 40.00% |
| Metric Tons of Production | 20% | 6,556,000 | 6,724,100 | 7,060,400 | 7,481,800 | 40.00% |
| Cash Cost per Metric Ton | 20% | (confidential) | (confidential) | (confidential) | ~11% better than target | 40.00% |
| Safety (TRIR) | 20% | 4.39 | 1.54 | 1.46 | 1.53 | 21.66% |
| Total Payout vs Target | 50% | 100% | 200% | 179.55% | ||
| Lussier Actual Bonus ($) | 159,321 | 318,642 | 637,283 | 566,987 | 566,987 |
Long-term Equity Incentives (RSUs)
• 2024 Grant mix: 75% performance-based RSUs (PSUs), 25% time-based RSUs (TBRSUs); grant date 2/8/2024 .
• TBRSUs vest ratably over three years on each anniversary of grant; settle 1 share per RSU .
• PSUs measured annually (2024–2026) on four metrics (each 25% weighting): longwall feet advanced, continuous miner feet advanced, cash cost/ton, TSR vs peer group; payouts 0–200% of target, with 2024 tranche earned at 190.45% .
2024 PSU tranche achievement:
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Longwall feet of advance | 25% | 90% of target | Target | 110% of target | ~12% > target | 50.00% |
| Continuous miner feet of advance | 25% | 90% of target | Target | 110% of target | ~6% > target | 40.45% |
| Cash cost per metric ton | 25% | 105% of target | Target | 95% of target | ~13% better than target | 50.00% |
| TSR vs peer median | 25% | 20% below median | Peer median (29.72%) | 20% above median | (9.69)% | 50.00% |
| Total | 100% | 50% | 100% | 200% | 190.45% | 190.45% |
Lussier 2024 equity specifics:
| Component | Grant Date | Target $ | % of Equity | Units |
|---|---|---|---|---|
| TBRSUs | 2/8/2024 | 169,278 | 25% | 2,803 |
| PSUs (target) | 2/8/2024 | 507,835 | 75% | 8,409 |
| PSUs earned & issued 2/10/2025 | 2024/2023/2022 tranches | 5,338; 7,721; 8,919; total market value $1,173,402 |
Outstanding awards at 12/31/2024:
| Type | Grant | Unvested Units | Market Value ($) |
|---|---|---|---|
| TBRSUs | 2/17/2022 | 1,561 | 84,669 |
| TBRSUs | 2/8/2023 | 2,703 | 146,611 |
| TBRSUs | 2/8/2024 | 2,803 | 152,035 |
| PSUs (unearned) | 2/8/2023 (eligible 2025) | 4,053 | 219,835 |
| PSUs (unearned) | 2/8/2024 (eligible 2025/2026) | 5,606 | 304,069 |
Vesting activity and realized value (2024):
| Shares Acquired on Vesting (2024) | Value Realized ($) |
|---|---|
| 26,748 | 1,470,984 |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership (shares) | 71,885 (direct and indirect) |
| Shares Outstanding | 52,559,285 (Record Date: 3/4/2025) |
| Ownership as % of Outstanding | ~0.14% (71,885 / 52,559,285) |
| Vested vs Unvested | Unvested TBRSUs: 1,561 (2022), 2,703 (2023), 2,803 (2024); Unearned PSUs: 4,053 (2023), 5,606 (2024) |
| Options (exercisable/unexercisable) | None; HCC does not grant stock options in regular programs |
| Hedging/Pledging | Prohibited; none of the directors or executive officers have pledged shares |
| Ownership Guidelines | Executives: 3x base salary; must retain net shares until in compliance (5-year window from designation) |
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Employment agreement | Indefinite term with base, bonus opportunity, benefits | Executive participation in equity plans |
| Severance (no CoC) | 1x base salary, paid over 12 months; pro-rated bonus if termination after Q3; vesting of awards that would vest within 30 days | For good reason or without cause |
| Change-in-Control (CoC) | Double-trigger; 1.5x base salary lump sum upon termination within 12 months post-CoC | CEO at 2x; executives at 1.5x |
| Potential CoC cash & equity (illustrative) | If CoC only: $4,000,000 cash (Transformational Award target); accelerated RSUs: $2,176,133 (vesting) | Transformational Award mechanics in 2023; earned at target upon CoC (non-CEO) |
| Non-compete | 12 months post-termination | |
| Non-solicit | 24 months post-termination | |
| Clawbacks | Dodd-Frank/NYSE-compliant 3-year lookback; broader recoupment for restatements | |
| Hedging/Pledging policy | Prohibited; exceptions only by Compliance Officer; none pledged | |
| Tax gross-ups | No Code §280G gross-up rights | |
| Severance approval policy | Stockholder approval required for future severance >2.99x salary+bonus (adopted Feb 2024) | |
| Equity vesting terms | TBRSUs vest over 3 years; PSUs earned annually over 3-year period with 0–200% payout; 2025+ awards to include double-trigger CoC vesting |
Compensation Structure Analysis
| Element | 2024 Structure | Implications |
|---|---|---|
| Cash vs Equity Mix | Equity heavy: TBRSUs 25%, PSUs 75%; total target equity ~$677k (170% of salary) | Strong linkage to multi-year operational KPIs and TSR |
| Annual bonus | Target 80% of base; actual 179.55% of target on outperformance | Pay-for-performance alignment across safety, EBITDA, capex, production, costs |
| One-time awards | 2023 Transformational Award tied to Blue Creek; commitment to avoid off-cycle awards during vesting period absent extraordinary circumstances | Retention lever; potential $4M cash at CoC for NEOs |
| Governance enhancements | Double-trigger CoC vesting for future equity awards beginning 2025 | Reduces single-trigger windfalls; improves alignment with investor preferences |
Say-on-Pay & Shareholder Feedback
• 2024 say-on-pay approval ~66%; board engaged holders and committed to: no additional off-cycle awards during Transformational Award vesting; double-trigger CoC vesting for future equity from 2025; enhanced disclosure on metrics subject to competitive limits .
Performance & Track Record (Company context)
| Metric (FY 2024) | Result |
|---|---|
| Net Income ($M) | 250.6 |
| Adjusted EBITDA ($M) | 447.9 |
| Sales Volumes (MMt) | 7.2 (+6% YoY) |
| Production Volumes (MMt) | 7.5 (+8% YoY) |
| Cash from Operations ($M) | 367.4 |
| TRIR vs U.S. underground mines | 1.53 vs 4.36 (65% lower) |
| TSR vs Peer Group (2024) | -9.69% vs -29.72% median |
Equity Liquidity and Selling Pressure
• Shares acquired on vesting in 2024: 26,748; realized value $1,470,984; substantial annual vesting could create periodic supply if sold, mitigated by stock ownership guidelines requiring net share retention until compliance and hedging/pledging prohibitions .
• Section 16 compliance: company indicates timely filings in 2024; late Form 4s noted for directors on RSU vesting (not specific to Lussier) .
Investment Implications
- Pay-for-performance is robust: 179.55% annual bonus payout and 190.45% PSU payout driven by EBITDA, production, and cost outperformance, supporting confidence in operational execution as Blue Creek ramps .
- Retention risk mitigated: Transformational Award (potential $4M cash at CoC) and multi-year RSU structure, plus 12-month non-compete and 24-month non-solicit, reduce near-term departure risk through Blue Creek milestones .
- Alignment is strong: majority equity compensation, TSR component in PSUs, stock ownership guidelines (3x salary) with net share retention, and prohibition on hedging/pledging; future awards adopt double-trigger CoC vesting per investor feedback .
- Watchpoints: 2023 Transformational Award introduces sizable CoC cash exposure ($4M for NEOs) and periodic vesting-related share issuance (e.g., 26,748 shares vested in 2024); monitor Form 4s around vesting dates for potential selling pressure and any changes in beneficial ownership .
Appendix — 2024 Equity Grant Detail (Lussier)
| Total Target Equity ($) | % of Salary | TBRSUs $ | TBRSUs Units | PSUs $ (Target) | PSUs Units (Target) |
|---|---|---|---|---|---|
| 677,113 | 170% | 169,278 | 2,803 | 507,835 | 8,409 |