J. Brett Harvey
WARRIOR MET COALAbout J. Brett Harvey
Independent Chairman of the Board at Warrior Met Coal (HCC). Age 74; director since 2017 (8 years of service). Former Chairman/CEO with 40+ years in coal and energy; B.S. in Mining Engineering from the University of Utah. Previously served as Lead Independent Director (2018–2022); elected independent Board Chair effective January 1, 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CONSOL Energy Inc. (NYSE: CEIX) | Chairman; CEO; President | Chairman 2010–2016; CEO 1998–2014; President 1998–2011 | Led corporate transformation and strategic M&A execution |
| PacifiCorp Energy Inc. | President & CEO; senior management roles | 1995–1998 | Operational leadership in power generation |
| Warrior Met Coal (Board) | Lead Independent Director; Board Chair | Lead Independent Director 2018–2022; Chair since 2023 | Board leadership and shareholder engagement |
External Roles
| Organization | Ticker | Role | Since |
|---|---|---|---|
| Barrick Gold Corporation | GOLD | Director | Since 2005 |
| ATI Inc. | ATI | Director | Since 2007 |
Board Governance
- Independence: Determined independent under NYSE standards; serves as independent Board Chair per policy adopted December 2022 separating CEO and Chair roles .
- Committees: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Attendance: Board met 5 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Regular executive sessions of independent directors; key committees fully independent .
- Committee activity (2024): Compensation (4 meetings); Nominating & Corporate Governance (5); Board (5). Audit (4) and Sustainability, Environmental, Health & Safety (4) are independent and active oversight forums .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual Cash Retainer (Chair) | 175,000 | Program schedule for Chair |
| Committee Fees (Comp Chair + NCG member) | 16,250 | Comp Chair $17,500; NCG member $5,000; subtotal reflects mix; Harvey’s total cash earned shown below |
| Annual Equity Grant (Chair) | 150,000 | RSUs vest on first anniversary |
| 2024 Actual Fees Earned in Cash | 191,250 | Paid to Harvey |
| 2024 Stock Awards (Grant-date fair value) | 149,950 | RSUs granted to Harvey |
| 2024 All Other Compensation | 9,203 | Dividends on vested RSUs |
| 2024 Total Director Compensation | 350,403 | Sum of components |
Program schedule (non-employee directors):
- Board Member: $100,000 cash; $125,000 equity RSUs (1-year vest) .
- Chair: $175,000 cash; $150,000 equity RSUs (1-year vest) .
- Committee chairs/members: Audit Chair $25,000; Comp Chair $17,500; NCG Chair $17,500; SEHS Chair $17,500; members $5,000–$10,000 depending committee .
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Performance-based director pay | None | Non-employee director equity grants are time-based RSUs vesting after one year; no performance metrics apply |
Other Directorships & Interlocks
| External Board | Role | Since | Potential Interlock Consideration |
|---|---|---|---|
| Barrick Gold (GOLD) | Director | 2005 | No disclosed related-party transactions with HCC |
| ATI Inc. (ATI) | Director | 2007 | ATI added to HCC’s compensation benchmarking peer group in 2024; as HCC Compensation Chair, Harvey’s ATI directorship warrants monitoring for perceived benchmarking bias; Pay Governance is independent consultant; Committee disclosed no interlocks requiring Item 404 disclosure |
Expertise & Qualifications
- Mining industry, corporate governance, financial expertise, health/safety/environmental, international/M&A, labor/human resources, marketing/communications; brings CEO experience and deep sector domain knowledge .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned | 39,960 shares; less than 1% of outstanding |
| RSUs vesting within 60 days of March 4, 2025 | 3,348 shares included in beneficial ownership calculation |
| Unvested RSUs outstanding at 12/31/2024 | 3,348 RSUs |
| Pledging/Hedging | Hedging and pledging prohibited; none of directors/officers have pledged company securities |
| Ownership guidelines | Non-employee directors must own ≥5x annual retainer within 5 years; retain net shares until compliant; all non-employee directors currently satisfy guidelines |
Say-on-Pay & Shareholder Feedback (context for Harvey’s Comp Chair role)
- 2024 say-on-pay support ≈66% (27,530,647 For; 14,176,211 Against; 175,221 Abstain) .
- Board/Comp Committee responses: committed to double-trigger vesting in future equity awards beginning 2025 and no off-cycle special awards during the Blue Creek vesting period absent extraordinary circumstances .
- Shareholder proposals: Proxy access (99% support) adopted; poison pill policy (51% support) adopted; independent human rights assessment commissioned following ~46% support; key findings to be disclosed in 2025 CR report .
Insider Filings
| Item | Detail |
|---|---|
| Section 16(a) compliance | Late Form 4 filed for Harvey reporting RSU vesting on May 25, 2024 (along with other directors); company believes all required reports otherwise timely |
Compensation Committee Analysis
- Composition: J. Brett Harvey (Chair), Lisa M. Schnorr, Alan H. Schumacher; all independent .
- Consultant: Pay Governance LLC retained; Compensation Committee assessed no conflicts of interest per SEC/Dodd-Frank rules .
- Responsibilities: CEO and executive pay oversight, plan administration, director compensation review, severance/change-in-control frameworks, human capital oversight, stockholder proposal responses, clawback policy administration .
Related-Party Transactions
- None >$120,000 involving directors/officers since January 1, 2024; Audit Committee oversees related-party transaction policy and approvals .
Governance Assessment
-
Strengths
- Independent Board Chair with sector-operational depth; clear separation of Chair/CEO roles .
- Strong committee independence and activity; regular executive sessions; comprehensive risk oversight across Audit, Compensation, NCG, SEHS .
- Director ownership alignment via stringent 5x retainer guideline; hedging/pledging prohibited; all non-employee directors compliant .
- Responsive to shareholder feedback (proxy access; rights plan policy; double-trigger vesting) and commissioning of human rights assessment .
-
Watch items / potential red flags
- Cross-board linkage: Harvey chairs HCC’s Compensation Committee while serving on ATI’s board, and ATI is in HCC’s compensation peer group—monitor for perceived benchmarking influence despite use of an independent consultant and no SEC-disclosable interlocks .
- Procedural: Late Form 4 in 2024 for RSU vesting; minor compliance timing issue .
Overall, Harvey’s governance profile supports board effectiveness: independent leadership, robust committee oversight, and alignment mechanisms. The ATI peer-group overlap should be transparently managed through documented consultant methodologies and committee processes to sustain investor confidence .