Kelli K. Gant
WARRIOR MET COALAbout Kelli K. Gant
Kelli K. Gant is Chief Administrative Officer (since March 2016) and Corporate Secretary (since January 2017); she is 53 and holds a B.S. in Human Resources Management (Auburn University at Montgomery), a J.D. (Jones School of Law at Faulkner University), and an MBA (Manderson Graduate School of Business, The University of Alabama) . During 2024, Warrior Met Coal delivered net income of $250.6M and Adjusted EBITDA of $447.9M, with sales volumes up 6% and production volumes up 8% YoY, and achieved a TRIR of 1.53 versus the national 4.36; company TSR was approximately -9.69% compared to peer median -29.72% . These performance outcomes drove above-target incentive payouts across annual cash and performance RSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Warrior Met Coal (predecessor Walter Energy) | VP — Human Resources | 2011–2016 | Led HR through industry downturn and asset transition; aligned talent programs to operational objectives . |
| Walter Energy | Director — Benefits | 2009–2011 | Managed benefits design and cost, supporting workforce retention . |
| Colonial Bank | SVP & Corporate Benefits Director | 2008–2009 | Oversaw corporate benefits programs during a period of financial sector stress . |
| Pension & Benefit Trust Company | President | 2007–2008 | Ran a benefits-focused firm, deepening expertise in retirement/benefits administration . |
| Regions Morgan Keegan Trust | SVP & Institutional Services Manager | 2000–2007 | Led institutional trust services, strengthening governance and fiduciary capabilities . |
External Roles
No public-company directorships or external board roles are disclosed for Ms. Gant .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $391,154 | $414,746 | $434,961 |
| Target Bonus (% of Base) | 85% | 85% | 85% |
| Actual Annual Incentive ($) | $664,962 | $599,308 | $663,827 |
| All Other Compensation ($) | $117,163 | $113,483 | $123,720 |
| Total Compensation ($) | $1,917,109 | $1,982,710 | $2,334,989 |
Notes:
- 2024 base salary set to $438,900 effective March 1, 2024 (5% increase from 2023) .
- Perquisites include a $18,000 car allowance and personal use of company-purchased tickets; 401(k) match $17,250; dividends on vested RSUs $63,127 in 2024 .
Performance Compensation
Annual Cash Incentive (Company-level metrics for NEOs; 2024 payout 179.55% of target)
| Metric | Weight | Threshold | Target | Max | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 20% | 386,986,300 | 442,270,100 | 497,553,800 | 491,732,700 | 37.89% |
| Capital Expenditures ($, certain capex excl. discretionary) | 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 (budgeted levels) | 97.5% of budget | 95.0% of budget | ~11% better than target | 40.00% |
| Safety TRIR | 20% | 4.39 | 1.54 | 1.46 | 1.53 | 21.66% |
| Total | 100% | — | — | — | — | 179.55% |
Ms. Gant’s 2024 annual incentive target and payout:
- Target: 85% of base salary; Maximum 170% .
- Actual award: $663,827 for 2024 performance .
Long-Term Equity Incentives (RSUs)
2024 Annual Grants (approved Feb 8, 2024):
| Grant Type | Dollar Allocation | Shares Granted | Vesting/Performance |
|---|---|---|---|
| Time-based RSUs | $213,964 (25% of total equity) | 3,543 | Ratable over 3 years from grant date . |
| Performance-based RSUs (target) | $641,891 (75% of total equity) | 10,629 | Earned 0–200% over 2024–2026 based on annual operational metrics and 3-year TSR . |
Performance-Based RSU Metrics (Tranches eligible to be earned in 2024; payout 190.45% of target):
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Longwall Feet of Advance | 25% | 90% of target | Target | 110% of target | ~12% above target | 50.00% |
| Continuous Miner Feet of Advance | 25% | 90% of target | Target | 110% of target | ~6% above target | 40.45% |
| Cash Cost per Metric Ton | 25% | 105% of target | Target | 95% of target | ~13% better than target | 50.00% |
| Total Shareholder Return (Relative) | 25% | 20% below peer median | Peer median (29.72%) | 20% above peer median | -9.69% company TSR vs median -29.72% | 50.00% |
| Total | 100% | — | — | — | — | 190.45% |
RSUs Earned and Issued for 2024 (settled Feb 10, 2025):
| Grant Year | Target (#) | Actual (#) | Market Value on Issuance ($) |
|---|---|---|---|
| 2024 RSU tranche | 3,543 | 6,748 | — (included in total below) |
| 2023 RSU tranche | 5,444 | 10,368 | — (included in total below) |
| 2022 RSU tranche | 6,289 | 11,977 | — (included in total below) |
| Total (all tranches issued 2/10/2025) | — | — | $1,553,283 |
Equity Ownership & Alignment
- Beneficial ownership: 80,580 shares; represents less than 1% of outstanding shares .
- Unvested awards as of Dec 31, 2024:
- Time-based RSUs: 2,096 (2022 grant), 3,630 (2023), 3,543 (2024); market values $113,687, $196,891, $192,172 respectively at $54.24 .
- Unearned performance RSUs: 5,444 (2023 grant eligible 2025) and 7,086 (2024 grant eligible 2025–2026); market values $295,283 and $384,345 at $54.24 .
- Shares acquired on vesting during 2024: 34,974; value realized $1,922,258 .
- Stock ownership guidelines: executives must own ≥3x base salary and retain net shares until compliant; five-year compliance window .
- Hedging/pledging: Hedging and pledging are prohibited; none of the directors or executive officers has pledged Company securities; no equity award repricing permitted under the equity plan .
Employment Terms
| Provision | Term |
|---|---|
| Agreement term | Indefinite employment agreement; sets base salary minimum, annual bonus eligibility, and benefits participation . |
| Severance (without Cause / for Good Reason) | One times base salary paid in installments; pro‑rated annual bonus if termination occurs after Q3; vesting of awards otherwise vesting within 30 days post‑termination . |
| Change in Control (CIC) vesting | Unvested time-based RSUs vest in full; performance RSUs for to‑be‑completed periods issue at target on CIC . |
| CIC cash severance | 1.5x base salary (CEO 2x) payable lump sum . |
| Clawback | Company clawback for restatements (mandatory) and misconduct (discretionary) per SEC/NYSE rules; adopted Oct 2, 2023 . |
| Non‑compete | 12 months post‑termination . |
| Non‑solicit | 24 months post‑termination . |
| 280G gross‑up | No tax gross‑ups; agreements require compliance with covenants to receive severance . |
Potential Payments (as of Dec 31, 2024 scenario analysis):
| Scenario | Cash Payments ($) | Accelerated RSUs ($) | Total ($) |
|---|---|---|---|
| Termination without Cause / for Good Reason | $1,902,727 | — | $1,902,727 |
| Death/Disability/Retirement | $800,000 | $2,862,665 | $3,662,665 |
| Change in Control (no termination) | $4,000,000 | $2,862,665 | $6,862,665 |
| Termination in connection with CIC | $658,350 | $2,862,665 | $3,521,015 |
Transformational Retention/Incentive Program (Blue Creek Mine):
- One‑time awards approved April 2023 for NEOs; potential $1.0M at threshold up to $4.0M max (CEO up to 130% of max), contingent on on‑time longwall start, capex discipline, and production; awards cancel if Blue Creek fails to commence on‑time production by April 2028; pro‑rata payments in certain termination or CIC cases per program terms .
Compensation Structure Analysis
- Cash vs equity mix: 2024 structure for NEOs emphasizes variable pay; Ms. Gant received $1,112,481 in stock awards vs $663,827 cash incentive, indicating a majority equity tilt consistent with long‑term alignment .
- Performance linkage: Annual plan tied to EBITDA, capex, production, cost, and safety; long‑term RSUs tied to operational advance metrics and 3‑year TSR; both programs delivered above‑target payouts for 2024 (179.55% annual; 190.45% RSUs) .
- Governance changes: In response to 2024 say‑on‑pay (66% support), the Compensation Committee committed to no off‑cycle awards through vesting of Blue Creek awards and to adopt double‑trigger CIC vesting for all future equity grants starting 2025 .
Performance & Track Record
- 2024 execution: Delivered $250.6M net income and $447.9M Adjusted EBITDA; 7.2M metric tons sales (+6% YoY) and 7.5M production (+8% YoY); commenced Blue Creek continuous miner production on time and on budget .
- Safety leadership: Achieved TRIR of 1.53, ~65% below national underground coal mine rate of 4.36 (latest available period) .
- Shareholder returns context: 2024 TSR approximately -9.69% vs peer median -29.72% used in RSU metric; multi‑year TSR, net income, and Adjusted EBITDA trajectories disclosed in Pay Versus Performance tables .
Compensation Peer Group (Benchmarking)
Peer group used for 2024 decisions included 16 companies (e.g., Alpha Metallurgical Resources, Arch Resources, CONSOL Energy, Peabody, Century Aluminum, Hecla, Materion, etc.); performance peer set augments TSR comparisons with additional metals/miners; peer group updated in July 2024 (remove Haynes International; add ATI Inc. and Carpenter Technology) to reflect Warrior’s growth .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~66% support; Board led expanded investor outreach thereafter .
- Actions: Commitments to (i) limit one‑time awards, (ii) adopt double‑trigger CIC vesting beginning 2025, and (iii) enhance disclosure where feasible without competitive harm; Board also implemented proxy access and rights‑plan approval policy .
Equity Ownership & Pledging
- Ownership: Ms. Gant beneficially owns 80,580 shares (<1%) .
- Policy compliance: Executives subject to ≥3x base salary stock ownership guidelines with retention until compliant; hedging/pledging prohibited; no pledges by any directors or executive officers; equity award repricing prohibited .
Employment Contracts & Governance
- Severance approval policy (Feb 2024): Stockholder approval required for future senior executive severance agreements exceeding 2.99x salary+target bonus .
- Clawbacks: SEC/NYSE‑compliant mandatory recoupment (restatements) and discretionary (misconduct) adopted Oct 2023; indemnification agreements amended to conform .
- Compensation Committee: Independent members; retains Pay Governance as independent advisor; annually reviews risk and program design .
Risk Indicators & Red Flags
- Related‑party transactions: None >$120,000 since Jan 1, 2024 other than compensation .
- Hedging/pledging: Prohibited; none pledged by insiders .
- Equity repricing: Prohibited under 2017 Equity Plan .
- Human rights and labor oversight: Board commissioned independent assessment of freedom of association/collective bargaining, with key findings to be disclosed in 2025 Corporate Responsibility Report; Board opposes duplicative proposal given assessment underway .
Investment Implications
- Pay‑for‑performance alignment: Above‑target incentive outcomes for 2024 reflect strong operational delivery despite commodity price pressures; equity‑heavy LTIs and new double‑trigger CIC vesting strengthen alignment and mitigate windfall risk .
- Retention posture: Blue Creek Transformational Awards (one‑time) and multi‑year RSU ladders incentivize continuity through critical project milestones; non‑compete/non‑solicit and clawbacks further reduce exit/behavioral risk .
- Insider selling pressure: Large RSU vesting volumes (34,974 shares; $1.92M realized in 2024) plus scheduled time‑based vesting may create periodic supply; hedging/pledging prohibitions and ownership guidelines temper misalignment risk .
- Governance responsiveness: Post‑vote reforms (proxy access, rights‑plan policy; compensation changes) and ongoing engagement indicate board sensitivity to shareholder preferences—supportive for governance risk premia .