Charles R. Wesley, IV
HALLADOR ENERGYAbout Charles R. Wesley, IV
Independent director since 2018; age 46. President of Thoroughbred Resources LP (Yorktown Partners affiliate) since 2014 and CEO since 2016, with prior executive roles at Ramaco Resources and Lumen Technologies; earlier career as a mining engineer and energy transactions attorney. Education: JD, University of Kentucky College of Law; BS, Mining Engineering, Virginia Tech.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thoroughbred Resources LP (Yorktown affiliate) | President (2014–), CEO (2016–) | 2014–present | Affiliation with Yorktown Partners; natural resources investing and operations exposure |
| Ramaco Resources | Chief Planning & Commercial Officer | Not disclosed | Coal industry operations and commercial planning experience |
| Lumen Technologies (formerly Level 3) | Senior Director of Finance; Senior Counsel; oversaw company coal mining operations disposition | Not disclosed | Finance, legal, and asset disposition leadership |
| Akin Gump; Strasburger & Price | Attorney focused on international energy transactions | Not disclosed | Energy transactions and legal structuring |
| Coal company (early career) | Mining Engineer | Not disclosed | Technical/operational mining expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Multiple industries and philanthropic organizations | Board member (various) | Not disclosed | Not specified (general disclosure only) |
Board Governance
| Attribute | Value |
|---|---|
| Board member since | 2018 |
| Independence | Independent (Nasdaq/SEC standards) |
| Committee assignments | Compensation Committee – Chair; Nominating Committee – Member; Audit Committee – Not a member |
| Committee chair roles | Compensation Committee – Chair |
| Attendance | Each director up for re-election attended ≥75% of Board and committee meetings in 2024 |
| Board meeting counts (2024) | Board: 8; Audit: 4; Compensation: 2; Nominating: 3 |
| Lead independent director | None (Board cites limited size) |
| Executive sessions | Regularly held after scheduled Board meetings by non-management directors |
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual Board Retainer | $50,000 | Non-employee director retainer |
| 2024 | Committee Chair Fee (Compensation Chair) | $25,000 | Chair retainer |
| 2024 | Total | $75,000 | Wesley elected to receive both retainer and chair fee in shares; note: 2023 director compensation intended for 2023 was paid in 2024 due to admin error |
| Effective Jan 1, 2025 (policy) | Annual Board Retainer | $75,000 | 50% paid in fully vested shares based on closing price on payment date |
| Effective Jan 1, 2025 (policy) | Audit Committee Chair Fee | $35,000 | 50% paid in fully vested shares |
Performance Compensation
Wesley, as Compensation Committee Chair, oversees NEO incentive design and adjustments.
| Performance Metric | 2024 Sub-Period Target | 2025 Sub-Period (Reset in Mar 2025) | Base Points | Notes |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | Target $49.0; Threshold $34.3; Max $63.7 | Target $32.0; Threshold $25.6; Max $38.4 | 60 | Reset in response to power price weakness and mine idling/restructuring |
| Safety – Sunrise Severity vs national average | Target 89%; Threshold 100%; Max 78% | Same methodology, different rolling period | 5 | Measured vs underground coal mine national average |
| Safety – Sunrise Violations per inspection day | Target 0.42%; Threshold 0.50%; Max 0.34% | Same methodology | 5 | Sunrise Coal management calculates actuals |
| Safety – Power Incident Rate | Target 4.50%; Threshold 5.40%; Max 3.60% | Same methodology | 5 | Coal-fired plant incident rate vs national average |
| Safety – Power Inspection Rate | Target 1.25%; Threshold 1.00%; Max 1.50% | Same methodology | 5 | Hallador Power management calculates |
| Discretionary Component | N/A | N/A | 20 | Committee discretion applied |
2024 actual bonus payouts to NEOs (paid April 2025):
| Executive | 2024 Target Bonus | 2024 Bonus Paid |
|---|---|---|
| Brent K. Bilsland (PEO) | $462,000 | $354,200 |
| Heath A. Lovell | $300,000 | $230,000 |
| Marjorie Hargrave | $200,000 | $153,333 |
Notes: Committee awarded discretionary amounts at maximum; Adjusted EBITDA goal not met; safety measures achieved above target for Sunrise, threshold achieved for Hallador Power .
Other Directorships & Interlocks
| Relationship | Details | Potential Conflict/Interlock |
|---|---|---|
| Yorktown Partners | Wesley leads Thoroughbred Resources LP (Yorktown affiliate) | Interlock with Board member Bryan H. Lawrence, founder/senior manager of Yorktown Partners; both influence energy investments |
| Coal sector linkages | Prior C-suite role at Ramaco Resources (coal) | Sector overlap with Hallador may warrant monitoring for related-party or competitive conflicts (no specific transactions disclosed) |
Expertise & Qualifications
- Mining engineering (Virginia Tech) and legal (UK College of Law) training; combines operating, commercial, finance, and legal competencies suited to coal/power governance .
- Experience across private equity-backed natural resources platforms and energy transactions enhances compensation and strategy oversight .
- Board/committee experience across industries (general disclosure) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 306,184 | Includes 204,914 shares owned by the Charles R. Wesley IV Revocable Trust |
| Ownership (% of outstanding) | <1% | Based on 42,976,180 shares outstanding on April 9, 2025 |
| Hedging policy | Prohibited | Company insider trading policy bans hedging; short sales/derivatives prohibited |
| Pledging policy | Prohibited unless Audit Committee exemption; none granted since adoption | No pledging exemptions granted |
| Compensation mix alignment | Director compensation: elected to receive retainer/chair fee in shares (2024); 2025 policy mandates 50% stock for retainers | Supports long-term alignment |
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance | One late transaction reported for Mr. Wesley in June 2024 |
Governance Assessment
- Strengths: Independent status; active committee leadership (Compensation Chair; Nominating member); ≥75% attendance; equity-based director pay with 50% stock policy from 2025; robust anti-hedging/anti-pledging with no exemptions; meaningful personal ownership though <1%. These support alignment and oversight effectiveness.
- Watch items:
- Interlock risk via Yorktown affiliation alongside director Bryan H. Lawrence (Yorktown founder); monitor for related-party transactions and independence in compensation decisions.
- Discretionary bonuses awarded at maximum while EBITDA target was missed—could raise pay-for-performance scrutiny under his Compensation Chair leadership.
- Structural governance: Combined Chair/CEO; no Lead Independent Director—reduces counterbalance to management; committee chairs report to Board.
- Compliance blip: one late Section 16 filing in 2024—minor process red flag.
RED FLAGS: Yorktown interlock (potential conflicts), maximum discretionary bonuses despite financial underperformance, absence of Lead Independent Director, late Section 16(a) transaction.