Dale W. Boyles
WARRIOR MET COALAbout Dale W. Boyles
Dale W. Boyles, age 64, has served as Chief Financial Officer of Warrior Met Coal (HCC) since January 2017; he is a certified public accountant and previously held senior finance roles at Noranda Aluminum (CFO), Hanesbrands (Operating CFO, Interim CFO, CAO), KPMG (Audit Partner), and Collins & Aikman; he also provided consulting services to Warrior in late 2016 . In 2024, HCC generated $250.6M net income and $447.9M Adjusted EBITDA with sales volumes +6% YoY and production +8% YoY, and delivered annual incentive and PSU payouts of ~180% and ~190% of target respectively, underscoring strong pay-for-performance alignment during Boyles’ tenure as CFO .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Warrior Met Coal, Inc. | Chief Financial Officer | Jan 2017–Present | Leads finance through commodity cycles and the Blue Creek project; board liaison for ERM; also investor relations contact . |
| Warrior Met Coal, LLC | Consultant | Nov–Dec 2016 | Transition advisory ahead of CFO appointment . |
| Noranda Aluminum Holding Corp. | Chief Financial Officer | 2013–2016 | Oversaw Chapter 11 reorganization in 2016; managed liquidity under stress . |
| Hanesbrands, Inc. | Operating CFO; Interim CFO; VP, Controller & CAO | 2006–2012 | Enterprise FP&A and controllership leadership at a large global issuer . |
| KPMG LLP | Audit Partner, Consumer & Industrial Markets | 1997–2006 | Audited complex issuers; PCAOB/SOX expertise . |
| Collins & Aikman Corp. | Corporate Division Controller | 1993–1996 | Segment finance leadership . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Forward Air Corporation | Director | Current |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary (earned) | $448,024 | $468,663 | $491,506 |
| Base salary (rate effective Mar 1, 2024) | — | — | $495,957 (5.0% increase vs 2023) |
| Target annual bonus (% of base) | 100% | 100% | 100% |
| Actual annual bonus paid | $896,048 | $796,728 | $882,499 (179.55% of target factor) |
Perquisites and benefits (2024):
- Company 401(k) match: $17,250
- Insurance premiums: $25,545
- Car allowance: $18,000; other minor perqs: $1,090
- Dividends paid on vested/earned RSUs in 2024: $88,774
Policy guardrails:
- Executive stock ownership guideline: 3× base salary; five-year compliance window; retain net shares until compliant .
- Clawbacks: SOX-style recoupment and Dodd-Frank/NYSE-compliant policy with 3-year lookback upon restatement .
- Hedging/pledging prohibited; no pledges by executives .
Performance Compensation
Annual cash incentive (2024 program mechanics and outcomes):
- Metrics/weights: Adjusted EBITDA (20%), Capital Expenditures (20%), Metric Tons of Production (20%), Cash Cost/Ton (20%), Safety TRIR (20%) .
- Company results drove a 179.55% payout factor applied to individual targets (Boyles’ target = 100% of base) .
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 20% | 386,986,300 | 442,270,100 | 497,553,800 | 491,732,700 | 37.89% |
| Capital Expenditures ($) | 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/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 factor | 100% | 50% | 100% | 200% | — | 179.55% |
Long-term equity (time- and performance-based RSUs):
- 2024 grants (Feb 8, 2024): Time-based RSUs vest ratably over 3 years; PBRSUs target = 13,243 with 3 one-year tranches (2024–2026) and metrics: longwall feet advanced (25%), continuous miner feet (25%), cash cost/ton (25%), and TSR vs peer group (25%); outcomes interpolate 0–200%/year; 2024 tranche paid at 190.45% .
- 2023 and 2022 PBRSU grants also had 2024 tranches; all 2024 tranches paid concurrently on Feb 10, 2025 .
| 2024 equity activity for Boyles | Target shares | Actual shares issued (Feb 10, 2025) |
|---|---|---|
| 2024 PBRSU tranche (from 2024 grant) | 4,414/3 = 1-year PB target count shown separately below? See PBRSU table | 8,406 |
| 2023 PBRSU tranche (2024 performance) | 6,783 (target) | 12,918 |
| 2022 PBRSU tranche (2024 performance) | 7,835 (target) | 14,922 |
PBRSU 2024 metric outcomes:
| Metric | Weight | Threshold | Target | Max | Actual | Payout (per metric) |
|---|---|---|---|---|---|---|
| Longwall feet advanced | 25% | Confidential | Confidential | Confidential | ~12% > target | 50.00% |
| Continuous miner feet | 25% | Confidential | Confidential | Confidential | ~6% > target | 40.45% |
| Cash cost/ton | 25% | Confidential | Confidential | Confidential | ~13% better than target | 50.00% |
| TSR vs peer median | 25% | 20% below median | Peer median (−29.72%) | 20% above median | HCC TSR (−9.69%) | 50.00% |
| Total payout factor | 100% | — | — | — | — | 190.45% |
2024 annual equity grant sizing (Boyles):
| Grant date | Time-based RSUs (shares) | PBRSUs target (shares) | Method |
|---|---|---|---|
| Feb 8, 2024 | 4,414 | 13,243 | Dollar targets converted at grant-date close; 25% time-based / 75% PBRSUs for his level . |
Equity Ownership & Alignment
| Ownership element | Detail |
|---|---|
| Beneficially owned common shares | 166,201 shares (<1% of outstanding) . |
| Unvested time-based RSUs at 12/31/2024 | 2/17/2022 grant: 2,612 shares; 2/8/2023 grant: 4,522 shares; 2/8/2024 grant: 4,414 shares (market values based on $54.24 close are disclosed in proxy) . |
| Unearned PBRSUs at 12/31/2024 | 2023 grant (eligible to earn in 2025): 6,783 target shares; 2024 grant (eligible in 2025–2026): 8,828 target shares (half each year) . |
| Upcoming vesting cadence | Time-based RSUs vest on each first, second, and third anniversary of grant; remaining 2,612 shares from 2/17/2022 vest on 2/17/2025; 2/8/2023 and 2/8/2024 grants vest ratably on those anniversaries (equal installments) . |
| Dividends on RSUs (2024) | $88,774 paid on RSUs that vested or were earned during 2024 . |
| Ownership guidelines | 3× base salary; 5-year compliance window; must retain net shares until compliant . |
| Hedging/pledging | Prohibited; no pledges by executives . |
Employment Terms
- Agreement: Indefinite term with minimum base salary, annual bonus opportunity, and participation in benefit plans .
- Severance (no CoC): If terminated without cause or resigns for good reason, cash severance = 1× base salary (installments over 1 year) plus pro‑rated annual bonus if termination after Q3; vesting of equity that would vest within 30 days is preserved .
- Change in control: Double trigger; if terminated without cause/for good reason within 12 months post‑CoC, lump sum = 1.5× base salary (2× for CEO) in lieu of standard severance; unvested equity generally settles at target upon CoC; time-based RSUs fully vest at CoC .
- Non‑compete / non‑solicit: 12‑month non‑compete; 24‑month non‑solicit; perpetual confidentiality and non‑disparagement .
- Golden parachute limits: No 280G tax gross‑ups in agreements; Board policy requires stockholder approval for future severance >2.99× salary + target bonus .
- Clawbacks: Contractual recoupment plus Dodd‑Frank/NYSE clawback policy .
Potential payments snapshot (assumes Dec 31, 2024 event):
| Scenario | Cash | Equity acceleration | Total |
|---|---|---|---|
| Termination w/o cause or for good reason (no CoC) | $2,178,456 | — | $2,178,456 |
| Death/Disability/Retirement | $800,000 | $3,566,521 | $4,366,521 |
| Change in control (equity and Blue Creek awards per plan) | $4,000,000 (Transformational Award target) | $3,566,521 | $7,566,521 |
| CoC + qualifying termination | $743,936 (1.5× base salary) | $3,566,521 | $4,310,457 |
Transformational Retention/Incentive (Blue Creek):
- One-time cash award opportunity (threshold $1.0M to max $4.0M per NEO) based on on-time longwall start, capital spend, and production tonnes; awards cancel if Blue Creek production not commenced by April 25, 2028; payable pro‑rata at target on certain terminations; pays target upon CoC for NEOs (CEO requires CoC+termination) .
Say‑on‑Pay & Shareholder Feedback (Program Governance)
- 2024 say‑on‑pay support was ~66%; Board/Compensation Committee engaged holders and committed to: no off‑cycle special awards during Blue Creek vesting period absent extraordinary circumstances, and double‑trigger CoC for all equity awards beginning in 2025 (CEO’s 2023 Transformational Award already had double trigger) .
Equity Vesting & Potential Selling Pressure
- Scheduled time‑based vesting dates: 2,612 RSUs from 2/17/2022 vest on 2/17/2025; remaining 2023 and 2024 time‑based RSUs vest ratably on 2/8/2025, 2/8/2026, and 2/8/2027, subject to continued employment .
- PBRSU issuance tied to annual performance tranches; for 2024, Boyles received 36,246 shares across 2022–2024 grants on Feb 10, 2025 (8,406 + 12,918 + 14,922) .
- Insider trading policy prohibits hedging/pledging and requires trading windows; executives must retain net shares until ownership guidelines are met, tempering sell pressure .
Expertise & Qualifications
- Education: B.S. in Accounting (UNC Charlotte); Certified Public Accountant .
- Technical/industry: Public company CFO experience (manufacturing/commodities), restructuring leadership (Noranda Chapter 11), audit and reporting expertise (KPMG partner), and capital allocation oversight; serves on public company board (Forward Air) .
Investment Implications
- Pay-for-performance alignment appears robust: 2024 annual bonus and PBRSUs paid 179.55% and 190.45% on operational, cost, and TSR metrics amid commodity volatility, indicating tight linkage of variable pay to controllable KPIs and relative returns .
- Retention risk mitigants include multi‑year RSU vesting, stock ownership requirements (3× salary), and Transformational Award tied to Blue Creek milestones (award cancels if longwall is not on time), all of which incentivize continuity through major project ramps .
- Potential cash outlay under CoC: Boyles could receive $4.0M Transformational Award at target upon a change in control, plus equity acceleration at target—important for M&A modeling of transaction costs and executive incentives .
- Near‑term share supply from vesting looks manageable given retention/holding requirements and anti‑hedging/pledging policies; 36,246 PBRSU shares issued on Feb 10, 2025 plus scheduled time‑based vesting are partially offset by guideline-driven net share holding .
- Governance trajectory is improving: commitments to double‑trigger equity for CoC and limiting one‑time awards responded to 2024 say‑on‑pay feedback (66% support), lowering future governance risk premia .