Brent K. Bilsland
HALLADOR ENERGYAbout Brent K. Bilsland
Brent K. Bilsland (age 51) is Chairman of the Board, President, and CEO of Hallador Energy (HNRG); he has served as a director and President since 2009, became CEO in 2014, and was elected Chairman in 2018. He holds a degree from Butler University and previously led the Sunrise Coal subsidiary; he also chaired the Indiana Coal Council in 2015–2016 .
Under the SEC “Pay vs. Performance” table, Hallador’s TSR (from a $100 base at 12/31/2022) was $406.10 (2022), $359.35 (2023), and $465.45 (2024); net income was $18.1M (2022), $44.8M (2023), and $(226.1)M (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sunrise Coal, LLC (HNRG subsidiary) | President | 2006–2017 | Led core operating subsidiary during key growth and operations phases |
| Hallador Energy Company | President; Director | 2009–present | Executive leadership and board oversight across coal and power businesses |
| Hallador Energy Company | Chief Executive Officer | 2014–present | Set corporate strategy; oversight of Sunrise Coal and Hallador Power |
| Hallador Energy Company | Chairman of the Board | 2018–present | Combined Chair/CEO role bridges management and board oversight |
| Knapper Corporation (private) | Vice President | 1998–2004 | Corporate leadership experience prior to Hallador |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Indiana Coal Council | Chairman | 2015–2016 | Industry advocacy and policy leadership |
Fixed Compensation
Multi-year NEO compensation (Brent K. Bilsland) per Summary Compensation Table:
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Salary | $615,000 | $658,846 |
| Stock Awards | $0 | $1,800,000 |
| All Other Compensation | $13,200 | $10,725 |
| Total Compensation | $997,800 | $2,823,771 |
Additional current plan terms (two-year executive officer plan, 4/1/2024–3/31/2026):
| Item | Amount |
|---|---|
| Annual Base Salary | $675,000 |
| Annual Target Bonus | $462,000 |
| Biennial RSU Grant Value | $1,800,000 |
2024 annual bonus paid (April 2025): $354,200 .
Performance Compensation
The bonus framework ties to safety (Sunrise and Power), Adjusted EBITDA, and a discretionary component; base points approximate weightings (60% EBITDA, 20% discretionary, and four 5% safety measures) . The Compensation Committee reset 2025 EBITDA targets lower given weak power prices and Sunrise restructuring; 2025 EBITDA targets: Threshold $25.6M, Target $32.0M, Max $38.4M .
| Metric (2024 sub-period) | Weight (Base Points) | Threshold | Target | Maximum | Actual/Assessment | Payout result |
|---|---|---|---|---|---|---|
| Safety (Sunrise) – Severity vs national avg | 5 | 100% | 89% | 78% | 84% of national avg (beat target) | 200% of target |
| Safety (Sunrise) – Violations per inspection day | 5 | 0.50 | 0.42 | 0.34 | Below 0.34 (beat target) | 200% of target |
| Safety (Power) – Incident rate | 5 | 5.40 | 4.50 | 3.60 | Threshold achieved | Paid (above threshold) |
| Safety (Power) – Safety inspection rate | 5 | 1.00 | 1.25 | 1.50 | Threshold achieved | Paid (above threshold) |
| Adjusted EBITDA ($mm) | 60 | $34.3 | $49.0 | $63.7 | Did not meet goal | No payout |
| Discretionary | 20 | N/A | N/A | N/A | Committee judgment | Paid at maximum |
2025 reset for EBITDA (sub-period): Threshold $25.6M; Target $32.0M; Max $38.4M (60 base points) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,555,285 shares (3.62% of 42,976,180 outstanding as of 4/9/2025); includes 467,897 owned by spouse and children |
| Unvested RSUs (12/31/2024) | 315,236 units (grant 9/6/2024); 89,179 units (grant 11/11/2022) |
| YE 2024 market value used | $11.45 per share (12/31/2024) |
| RSU vesting schedules | 9/6/2024 grant vests ratably over three years beginning 3/31/2025; 11/11/2022 grant vests 3/31/2025 |
| Options outstanding | None; company does not currently grant stock options |
| Anti-hedging/pledging | Hedging prohibited; pledging prohibited unless Audit Committee approves; no exemptions granted since adoption |
| Ownership guidelines (NEOs) | No formal stock ownership policy for NEOs; executives nevertheless hold significant shares |
Implications for selling pressure: sizeable RSU vesting dates on 3/31/2025–2027 from 2024 grant could create periodic liquidity/events; 2022 grant vested 3/31/2025 .
Employment Terms
| Provision | Key terms |
|---|---|
| Severance (no-CIC) | If terminated without cause or resigns for good reason: 18 months base salary + prior-year annual bonus; if resignation without good reason: 9 months of total (base+bonus) |
| Estimated severance (as of 12/31/2024) | ~$1,289,700 if terminated without cause/for good reason; ~$644,850 if resigns without good reason |
| Change-in-control retention | Lump sum $1,181,250 if employed through closing; $1,350,000 if not engaged by acquirer post-transaction; pro-rated prior-year bonus also payable |
| RSU acceleration | Unvested RSUs accelerate upon a change in control or if terminated without cause/resigns for good reason; value at 12/31/2024 would have been $4,630,552 (based on $11.45) |
| Post-CIC employment ask | If employed at CIC, acquirer may require 3 months’ work for added retention equal to 25% of most recent annual bonus (if acquirer pays prevailing salary) |
| CIC definition and plan change | For awards on/after 4/15/2025, CIC triggers on consummation (not just approval); unassumed awards vest at CIC; RSU Plan extended to 2035 and adds 2,000,000 shares to reserve (pending shareholder approval) |
Board Governance (Director + CEO dual role)
| Attribute | Detail |
|---|---|
| Board service | Director since 2009; Chairman since 2018 |
| Committee roles | Not listed as serving on Audit, Compensation, or Nominating; those committees composed of independent directors |
| Dual-role structure | Company combines Chair and CEO; Board cites benefits of direct operational insight; no Lead Independent Director due to Board size |
| Independence | All directors other than Mr. Bilsland are independent under Nasdaq/SEC rules |
| Meetings/attendance (2024) | Board held 8 meetings; each director up for re-election attended ≥75% of board/committee meetings; independent directors meet in regular executive sessions |
Director pay note: As an employee, Mr. Bilsland receives no director retainer (table shows “—”) .
Performance & Track Record Indicators
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – $100 initial (12/31/22 base) | $406.10 | $359.35 | $465.45 |
| Net income (loss) | $18,105,000 | $44,793,000 | $(226,138,000) |
Notable compensation actions and operating context:
- 2024 EBITDA metric paid zero while safety metrics paid at 200% and discretionary paid at maximum; total 2024 annual bonus paid was $354,200 .
- In March 2025, the Compensation Committee reset 2025 EBITDA performance targets downward in light of weaker power prices and Sunrise restructuring/idle mines .
- Equity plan amendment proposes +2,000,000 RSUs and plan extension to 2035 (shareholder vote) .
Compensation Committee Analysis and Controls
- Compensation Committee members (independent): Chair Charles R. Wesley IV; members David C. Hardie and David J. Lubar; oversees executive/director compensation and stock plans .
- Clawback policy adopted per Rule 10D-1/Nasdaq; filed as Exhibit 97.1 to 2023 10-K .
- Equity award practices: biennial RSU grants; seeks to avoid timing around material nonpublic information; no stock options currently .
- Anti-hedging/anti-pledging policy in place; no pledging exemptions granted since adoption .
- Director comp review in March 2025 used consultant F.W. Cook; increased non-employee director retainers and shifted 50% to fully vested stock .
Director Compensation (as applicable to Mr. Bilsland)
- As an employee director, Mr. Bilsland receives no separate board retainer or committee fees (shown as “—” in 2024 director compensation table) .
Related-Party Transactions & Other Governance Notes
- Policy requires Audit Committee advance approval of related-person transactions; independent committee composition affirmed .
- Section 16(a) compliance: late filings noted for certain directors in 2024 (Gray, D. Hardie, Wesley); none cited for Mr. Bilsland .
Investment Implications
- Alignment: Significant insider ownership (3.62%) and large unvested RSU balances align incentives but create periodic vest-driven supply around 3/31 in 2025–2027; anti-hedging/anti-pledging reduces alignment risk; no formal NEO ownership guidelines is a governance gap .
- Pay-for-performance tension: 2024 EBITDA metric paid zero while discretionary paid at maximum; Committee resetting 2025 EBITDA targets lower signals execution challenges in coal/power cycle and increases discretion risk in payouts .
- Retention and CIC economics: Meaningful cash retention at CIC ($1.18M–$1.35M) plus RSU acceleration can motivate continuity but may create event-driven payout overhang; CIC triggers refined to consummation for awards on/after 4/15/2025 .
- Equity overhang: Proposed +2,000,000 RSU shares and plan extension to 2035 increase potential dilution; monitor shareholder vote and future grant cadence for supply risk .
- Board structure: Combined Chair/CEO with no Lead Independent Director concentrates authority; offset by independent committees and regular executive sessions .
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