Lisa M. Schnorr
WARRIOR MET COALAbout Lisa M. Schnorr
Independent director since 2022; age 59. Former senior finance executive with Constellation Brands; qualifies as an SEC/NYSE Audit Committee Financial Expert. Education: B.S. in Accounting, SUNY Oswego. Current governance contributions include chairing Nominating & Corporate Governance and serving on Audit, Compensation, and Sustainability, Environmental, Health & Safety committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellation Brands | SVP & Project Lead, Digital Enablement | 2019–2021 | Led digital enablement initiatives |
| Constellation Brands | CFO, Wine & Spirits Division | 2017–2019 | Financial leadership for segment |
| Constellation Brands | Corporate Controller | 2015–2017 | Accounting controls and reporting |
| Constellation Brands | SVP, Total Rewards | 2014–2015 | Led compensation/benefits |
| Constellation Brands | VP, Compensation & HRIS | 2011–2013 | HR systems and pay architecture |
| Constellation Brands | Senior leadership: VP JV Business Development; CFO, Australian Division; VP Strategy/Finance/IR | 2004–2011 | Capital allocation, M&A financing, investor relations |
| PricewaterhouseCoopers | Various finance/accounting roles | Began 1987 | Audit foundations |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Graham Corporation (NYSE: GHM) | Director | Since 2014 |
| Vintage Wine Estates (NASDAQ: VWE) | Director | 2021–2024 |
Board Governance
- Independence: The Board has determined Ms. Schnorr is independent under NYSE standards .
- Committee assignments and chair roles:
- Nominating & Corporate Governance (Chair)
- Audit (member; financial expert)
- Compensation (member)
- Sustainability, Environmental, Health & Safety (member)
- Attendance and engagement:
- Board met five times in 2024; no director attended fewer than 75% of meetings, and all directors attended the 2024 Annual Meeting .
- 2024 committee meetings: Audit (4), Compensation (4), NCG (5), SEHS (4) .
- Governance posture: 100% independent key committees; regular executive sessions; proxy access adopted; rights plan policy requires shareholder approval; double-trigger CIC provisions added to equity awards beginning 2025 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Regular board member |
| Audit Committee member fee | $10,000 | Member |
| Compensation Committee member fee | $7,500 | Member |
| Nominating & Corporate Governance Chair fee | $17,500 | Chair |
| SEHS Committee member fee | $5,000 | Member |
| Total cash fees (2024) | $140,000 | Matches fee schedule |
| All other compensation (special dividends on vested RSUs) | $1,764 | Paid on vesting; not included in grant-date fair value |
| Equity Grant (Director) | Grant Date Fair Value | Structure |
|---|---|---|
| Annual RSUs (2024) | $124,981 | Time-based RSUs vest in 1 year for directors |
Performance Compensation
| Annual Cash Incentive Program Metrics (NEO program overseen by Compensation Committee) | Threshold | Target | Maximum | Actual 2024 Result | Weighting Contribution |
|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 386,986,300 | 442,270,100 | 497,553,800 | 491,732,700 | 37.89% |
| Capital Expenditures ($; specific bucket) | 119,857,600 | 113,864,700 | 107,871,800 | 106,943,600 | 40.00% |
| Metric Tons of Production | 6,556,000 | 6,724,100 | 7,060,400 | 7,481,800 | 40.00% |
| Cash Cost per Metric Ton | Confidential | Target set | Max set | ~11% better than target | 40.00% |
| Safety (TRIR) | 4.39 | 1.54 | 1.46 | 1.53 | 21.66% |
| Total payout vs target | 50% | 100% | 200% | 179.55% | 179.55% |
| Performance-Based RSUs (NEO program metrics for 2024 tranche) | Threshold | Target | Maximum | Actual 2024 Result | Payout Contribution |
|---|---|---|---|---|---|
| Longwall feet of advance | 90% of target | Target | 110% of target | ~12% above target | 50.00% |
| Continuous miner feet of advance | 90% of target | Target | 110% of target | ~6% above target | 40.45% |
| Cash cost per metric ton | 105% of target | Target | 95% of target | ~13% better than target | 50.00% |
| Total Shareholder Return (relative) | 20% below median | Peer median (−29.72%) | 20% above median | HCC TSR −9.69% | 50.00% |
| Total payout vs target | 50% | 100% | 200% | 190.45% | 190.45% |
Note: Director equity is time-based; performance metrics apply to executive incentives Ms. Schnorr oversees as a Compensation Committee member .
Other Directorships & Interlocks
- Current public company board: Graham Corporation (GHM) .
- Prior public company board: Vintage Wine Estates (VWE) .
- Committee interlocks: None; no Compensation Committee interlocks or insider participation requiring disclosure in 2024 .
- Related-party transactions: None above $120,000 with any related person since Jan 1, 2024 .
Expertise & Qualifications
- Audit committee financial expert; deep finance, accounting, internal controls, capital allocation, and complex M&A financing experience .
- Human capital leadership across compensation, total rewards, HRIS; international operations experience .
- Skills matrix: Corporate governance/responsibility, financial expertise, international/M&A, labor/HR, marketing/communications .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Lisa M. Schnorr | 8,513 | <1% | Includes shares deemed beneficial per SEC rules |
| Unvested RSUs outstanding (12/31/2024) | 2,607 | N/A | Director RSUs unvested |
| Shares outstanding (Record Date) | 52,559,285 | 100% | Context for % calc |
Ownership alignment policies:
- Stock ownership guidelines: Non-employee directors must own ≥5× annual retainer within 5 years; retain net shares until in compliance; all non-employee directors currently satisfy guidelines within applicable timeframes; pledging/hedging prohibited .
Insider Trades
| Date | Filing | Description |
|---|---|---|
| May 25, 2024 | Form 4 (late filing) | Reported vesting of restricted stock units for directors, including Ms. Schnorr |
Governance Assessment
- Strengths: Independent director; chairs NCG and sits on all key governance committees; audit financial expert; no related-party transactions; robust ownership/retention and anti-pledging/hedging policies; independent board chair; adoption of proxy access and rights plan approval policy; executive incentives tied to multi-factor operational, financial, safety, and TSR metrics with strong 2024 outcomes .
- Alignment: Director compensation balanced between cash ($140,000) and RSUs ($124,981), reinforcing shareholder alignment; RSUs vest time-based; guidelines require ≥5× retainer ownership and share retention until compliant .
- Watch items/RED FLAGS:
- Late Form 4s for several directors, including Ms. Schnorr (administrative compliance issue) .
- 2024 say-on-pay support at ~66% indicates investor scrutiny of executive pay; Board responded with commitments (no off-cycle awards; double-trigger CIC for future equity) — continued engagement advisable; Ms. Schnorr, as Compensation Committee member and NCG Chair, is positioned to influence ongoing responsiveness .
- Overall: Governance framework and committee leadership suggest high board effectiveness; independence and expertise bolster investor confidence; minimal conflict exposure and strong stock ownership discipline support alignment .