Stephen D. Williams
WARRIOR MET COALAbout Stephen D. Williams
Stephen D. Williams (age 61) is a non‑employee director of Warrior Met Coal (HCC) who has served on the Board since 2016 and previously was Chairman from 2016–2022. He holds a B.S. in Mining Engineering and a J.D., both from West Virginia University, and brings deep operating experience in longwall coal mining, health and safety oversight, and M&A execution . The Board does not classify him as independent under NYSE standards; current independent directors are Messrs. Harvey and Schumacher and Mses. Amicarella and Schnorr .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stephen D. Williams Consulting | Founder & CEO | 2015–present | Advises on evaluating coal operations in potential M&A transactions |
| Coal Acquisition LLC (predecessor to Warrior Met Coal) | Interim CEO | 2015–2016 | Leadership through transition to Warrior Met Coal |
| Mechel Bluestone, Inc. | CEO | 2013–2015 | Led coal mining operations; oversight of safety and environmental compliance |
| NRI, LLC | COO (coal acquisitions focus) | 2010–2012 | Operational and acquisition leadership in coal and industrial minerals |
| INR Energy, LLC | COO | 2009–2010 | Operational leadership in mining investments |
| Cliffs Natural Resources | SVP, North American Coal | 2007–2009 | Senior leadership in coal business at a public steel manufacturing company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed . |
Board Governance
- Committee assignment: Member, Sustainability, Environmental, Health & Safety (SEHS) Committee; SEHS met 4 times in 2024 and oversees sustainability, environmental, health and safety policies, risk assessments, and related disclosures .
- Independence: Not independent; independent directors are Messrs. Harvey and Schumacher and Mses. Amicarella and Schnorr .
- Attendance: The 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 .
- Board tenure and skills: 9 years of service; skills include Mining Industry Knowledge, Health/Safety & Environmental, Labor/Human Resources, International/M&A, CEO experience .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Board annual cash retainer | 100,000 |
| SEHS Committee member retainer | 5,000 |
| Total cash fees earned | 105,000 |
| Annual time‑based RSU grant (grant‑date fair value) | 124,981 |
| All other compensation (special dividends on RSUs vested in 2024) | 11,505 |
| Total reported director compensation | 241,486 |
Director fee schedule reference (for context): Regular Board Member $100,000 cash + $125,000 annual RSU; SEHS Committee member $5,000; Chairs receive higher retainers (e.g., Chairman $175,000 cash + $150,000 RSU) .
Performance Compensation
- Non‑employee director equity is time‑based RSUs vesting on the first anniversary of grant; no performance metrics are applied to director RSUs .
- Unvested RSUs outstanding as of 12/31/2024: 3,285 units .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Shared directorships with HCC peers/customers/suppliers | Not disclosed in proxy; no related‑party transactions reported |
Expertise & Qualifications
- Mining operations and longwall expertise; health, safety and environmental oversight; international/M&A execution; labor/human resources; CEO experience .
- Legal and technical credentials (B.S. Mining Engineering; J.D.), supporting regulatory and safety governance competence .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned | 32,569 shares (less than 1% of shares outstanding) |
| Unvested RSUs (12/31/2024) | 3,285 |
| Stock ownership guidelines (directors) | Minimum 5× annual retainer; retain net shares until compliant; no pledging/hedging allowed |
| Compliance status | All non‑employee directors currently satisfy guidelines within applicable periods |
Insider Trades
| Date | Filing | Transaction | Notes |
|---|---|---|---|
| May 25, 2024 | Form 4 (filed late) | RSU vesting | Late Form 4 reported for Mr. Williams (and certain other directors) to reflect RSU vesting . |
Governance Assessment
- Strengths: Deep operating knowledge of longwall mining and safety; active role on SEHS Committee overseeing material sustainability and safety risks; tenure provides institutional knowledge critical to Blue Creek project execution .
- Alignment: Holds Company equity; subject to robust director stock ownership guidelines (5× retainer) and equity retention; Company prohibits pledging/hedging; all non‑employee directors meet guidelines within required timeframes .
- Independence risk: Not independent; SEHS Committee includes the CEO and Mr. Williams, which may limit fully independent oversight of safety/sustainability, though key governance committees (Audit, Compensation, NCG) are entirely independent and Board conducts executive sessions of independent directors .
- Compliance signals: Late Section 16 Form 4 for RSU vesting in May 2024 (administrative issue); proxy notes no related‑party transactions above $120,000 since January 1, 2024, reducing conflict risk .
- Board engagement: Attendance above 75% threshold and participation in Annual Meeting signal engagement; Board implemented governance enhancements (proxy access; rights plan policy; human rights assessment) reflecting responsiveness to shareholder feedback, supporting investor confidence in governance processes .