Jack K. Richardson
WARRIOR MET COALAbout Jack K. Richardson
Jack K. Richardson, age 63, has served as Warrior Met Coal’s Chief Operating Officer since March 2016. He previously led operations across multiple U.S. coal basins and holds a B.S. in Mining Engineering Technology and an A.S. in Business Management from Bluefield State College . Company performance under his tenure in 2024 included net income of $250.6M, Adjusted EBITDA of $447.9M, sales volumes +6% YoY, production +8% YoY, and TSR of -9.69% vs peer median -29.72% . Safety outcomes were strong, with TRIR of 1.53 vs national underground coal mine TRIR of 4.36 for nine months ended Sep 30, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Warrior Met Coal | Chief Operating Officer | 2016–present | Scaled production, safety leadership, and execution of Blue Creek ramp |
| Murray Energy | Vice President | Sep 2015–Mar 2016 | Oversight of operations; transition leadership |
| White Oak Resources, LLC | Chief Executive Officer | Jun 2014–Aug 2015 | Led operational turnaround and performance initiatives |
| CONSOL Energy Inc. | Vice President of Coal Operations; various roles | Over 30 years (dates not specified) | Multi-basin operations leadership; deep mining operations expertise |
External Roles
No public-company directorships or committee roles disclosed for Mr. Richardson .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 492,933 | 519,471 | 566,772 |
| Approved 2024 Base Salary ($) | — | — | 575,900 |
| All Other Compensation ($) | 131,667 | 132,202 | 142,367 |
| 401(k) Company Contributions ($) | — | 17,250 | 17,250 |
| Insurance Costs ($) | — | — | 18,955 |
| Dividends on RSUs ($) | — | — | 104,365 |
| Perquisites (incl. auto/tickets) ($) | — | — | 1,797 |
Notes:
- 2024 base salary increased 10% to $575,900 from $523,545 in 2023 to align with peer medians and support retention .
- CEO/NEO stock ownership guidelines require executives to hold stock valued at 3x base salary within five years; net shares must be retained until compliant .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 20% | 386,986,300 | 442,270,100 | 497,553,800 | 491,732,700 | 37.89% |
| Capital Expenditures ($) | 20% | 119,857,600 | 113,864,700 | 107,871,800 | 106,943,600 | 40.00% |
| Metric Tons of Production | 20% | 6,556,000 | 6,724,100 | 7,060,400 | 7,481,800 | 40.00% |
| Cash Cost per Metric Ton (confidential) | 20% | — | — | — | ~11% better than target | 40.00% |
| Safety TRIR | 20% | 4.39 | 1.54 | 1.46 | 1.53 | 21.66% |
| Total Payout vs Target | 100% | — | — | — | — | 179.55% |
| Richardson Actual Award ($) | — | — | 575,900 | 1,151,800 | 1,016,313 | — |
Notes:
- Annual program funded at 179.55% based on above-target performance in EBITDA, CapEx discipline, production, costs, and safety .
Performance-Based RSUs (Earned for 2024)
| Metric | Weight | Threshold | Target | Maximum | Actual Achievement | Payout Factor |
|---|---|---|---|---|---|---|
| Longwall Feet of Advance (confidential) | 25% | 90% of target | Target | 110% of target | ~12% > target | 50.00% |
| Continuous Miner Feet of Advance (confidential) | 25% | 90% of target | Target | 110% of target | ~6% > target | 40.45% |
| Cash Cost per Metric Ton (confidential) | 25% | 105% of target | Target | 95% of target | ~13% better than target | 50.00% |
| Total Shareholder Return | 25% | 20% below peer median | Peer median (29.72%) | 20% above peer median | -9.69% vs peer -29.72% | 50.00% |
| Total Payout vs Target | 100% | — | — | — | — | 190.45% |
| Richardson Shares Issued Feb 10, 2025 (#) | 2024 grant: 10,216 | 2023 grant: 14,985 | 2022 grant: 17,308 | Total Market Value ($): 2,269,526 | — | — |
2024 Equity Grants (Target values)
| Component | Dollar Amount ($) | % of Base Salary | % Mix | Shares/Units |
|---|---|---|---|---|
| Total Target Equity | 1,295,775 | 225% | 100% | — |
| Time-Based RSUs | 323,944 | — | 25% | 5,364 |
| Performance-Based RSUs (Target) | 971,831 | — | 75% | 16,093 |
Vesting:
- Time-based RSUs vest ratably over 3 years; performance RSUs earned in 2024/2025/2026 based on metrics above (0–200% payout), then settle in stock .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (Shares) | 187,118 |
| Ownership as % of Shares Outstanding | <1% |
| Shares Outstanding (Record Date) | 52,559,285 |
| Unvested Time-Based RSUs (12/31/24) | 3,030 (2022 grant) ; 5,245 (2023) ; 5,364 (2024) |
| Unearned Performance RSUs (as of 12/31/24) | 7,868 (eligible 2025) ; 10,729 (eligible 2025/2026) |
| Market Value of Unvested/Unearned RSUs (12/31/24 close $54.24) | $290,943 TBRSUs (2024) ; $581,941 PBRSUs (2024) (see table for full series) |
| Stock Ownership Guidelines (Execs) | 3x base salary; retain net shares until compliant; 5-year window |
| Hedging/Pledging | Prohibited; no pledges by directors/officers |
| Clawbacks | Dodd-Frank compliant 3-year lookback policy; broader incentive recoupment policy and employment agreement clawbacks |
Employment Terms
| Provision | Details |
|---|---|
| Agreement Term | Indefinite; minimum base salary; annual bonus opportunity; participation in benefit plans |
| Severance (No Cause/Good Reason) | Cash equal to 1x base salary (installments); pro-rated bonus if termination after Q3; vesting of awards due within 30 days |
| CIC Severance (Double Trigger) | 1.5x base salary lump sum for Richardson upon termination within 12 months post-CIC; CEO 2x |
| Restrictive Covenants | 12-month non-compete; 24-month non-solicit; perpetual confidentiality and non-disparagement |
| Transformational Award (Blue Creek) | One-time cash incentive; payout based on on-time completion (25%), capex (25%), production tonnes (50%); canceled if production not begun by Apr 25, 2028; Richardson eligible up to $4.0M; pro-rata target payout on certain terminations; target payout upon CIC (CEO subject to double trigger) |
Potential Payments (as of Dec 31, 2024):
- Termination without Cause/for Good Reason: $2,392,213 cash (salary + actual 2024 bonus) .
- Death/Disability/Retirement: $800,000 cash; $4,202,968 accelerated RSUs .
- Change in Control: $4,000,000 cash (Transformational Award target); $4,202,968 accelerated RSUs .
- Termination in connection with CIC (double trigger): $863,850 cash (1.5x base); $4,202,968 accelerated RSUs .
Performance & Track Record
- 2024 operational delivery: 7.5M tonnes produced (+8% YoY), 7.2M tonnes sold (+6% YoY), with Blue Creek commencing continuous miner production (190k tonnes) on time and budget .
- Financial delivery: Adjusted EBITDA $447.9M, net income $250.6M, operating cash flow $367.4M, liquidity $654.7M .
- Safety excellence: TRIR 1.53 vs national 4.36 (9 months) .
Compensation Committee & Program Design
- High “at risk” pay mix: 71–76% of other NEO target pay variable in 2024; majority via PSUs; annual incentives use balanced safety/financial/operational metrics with caps .
- Peer benchmarking: Primary compensation peers include Alpha Metallurgical, Arch Resources, CONSOL Energy, Peabody, ATI, Carpenter Technology, among others (16-company group) .
- Governance shifts: Double-trigger CIC vesting for all future equity awards beginning in 2025; commitment to avoid off-cycle specials during Blue Creek vesting term .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~66%; investor engagement drove commitments on double-trigger CIC and restraint on one-time awards .
Equity Ownership & Alignment Table (Detail at FYE 2024)
| Category | Count | Market Value ($) |
|---|---|---|
| TBRSUs (2/17/2022) | 3,030 | 164,347 |
| TBRSUs (2/8/2023) | 5,245 | 284,489 |
| TBRSUs (2/8/2024) | 5,364 | 290,943 |
| PBRSUs (2/8/2023; eligible 2025) | 7,868 | 426,760 |
| PBRSUs (2/8/2024; eligible 2025/2026) | 10,729 | 581,941 |
Compensation Structure Analysis
- Shift toward performance-based equity: Majority PSUs since 2018 to improve alignment; payouts adjusted to operational efficiency and TSR vs peers .
- Annual incentive rigor increased YoY for EBITDA, production, safety; cost targets set against inflationary backdrop, achieved above target .
- Transformational Award tied to Blue Creek execution with cancellation provisions if milestone missed (alignment with long-horizon value creation) .
Related Party Transactions & Red Flags
- No related person transactions >$120,000 since Jan 1, 2024 (excluding compensation) .
- Clawback policies, anti-hedging/pledging, and no repricing provisions reduce governance risk .
Investment Implications
- Near-term supply of shares from PSU vesting: Richardson received 42,509 shares from 2024 PSU tranches on Feb 10, 2025 (market value $2.27M), which may create episodic selling pressure around vest/pay dates .
- Strong retention incentives through Blue Creek: Significant unearned PBRSUs and potential Transformational Award support retention and focus on execution milestones through 2026–2028 .
- Downside protection limited by governance: No tax gross-ups, double-trigger CIC, strict clawbacks, and hedging/pledging prohibitions align with shareholder-friendly practices .
- Pay-for-performance alignment credible: 2024 annual incentives paid at 179.55% and PSUs at 190.45% on above-target operational delivery despite price headwinds; TSR outperformed peer median materially .