Todd E. Telesz
HALLADOR ENERGYAbout Todd E. Telesz
Todd E. Telesz (age 54) is Chief Financial Officer of Hallador Energy Company (HNRG), appointed effective June 23, 2025; he signed Sarbanes-Oxley certifications on the company’s Q2 and Q3 2025 filings . He brings 18+ years in the power sector: CFO of Tri‑State Generation & Transmission (2024–2025), CEO of Basin Electric (2021–2023), and Senior Vice President at CoBank’s Power, Energy & Utilities division (2007–2021) . Company performance since his tenure includes Q3 2025 revenue of $146.8M and net income of $23.9M .
| Metric | Q2 2025 | Q3 2025 |
|---|---|---|
| Revenue ($USD Thousands) | $113,604 | $146,846 |
| Net Income ($USD Thousands) | $8,105 | $23,884 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tri‑State Generation & Transmission Association | Chief Financial Officer | 2024–2025 | Finance leadership for 40-member G&T cooperative across 4 states |
| Basin Electric Power Cooperative | Chief Executive Officer | 2021–2023 | Led one of the largest U.S. electric cooperatives (141 systems across 9 states) |
| CoBank, ACB (Power, Energy & Utilities) | Senior Vice President | 2007–2021 | Originated/managed utility lending and relationships in cooperative/rural utilities markets |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public directorships or external board roles disclosed in HNRG filings |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $500,000 | Annual base per appointment announcement and offer letter |
| Target Annual Bonus | $175,000 (35% of base) | Short‑term incentive target; metrics to be set by Company |
| Sign‑on Bonus | $100,000 | Payable in RSUs or cash at start; subject to 1‑year clawback if departure for Cause or voluntary resignation before 1‑year |
Performance Compensation
| Instrument | Grant Value | Vesting | Terms |
|---|---|---|---|
| RSUs (Long‑term incentive) | $200,000 per year | 3-year ratable vesting on each anniversary of start date (expected vest dates: Jun 23, 2026; Jun 23, 2027; Jun 23, 2028) | Initial two years of RSUs ($400,000) granted on/around start date, subject to plan and award agreement; shares based on volume‑weighted avg. price set by the Compensation Committee |
| Sign‑on RSUs (if elected) | $100,000 | Vests on start date; subject to return if departure for Cause or voluntary resignation before 1‑year | Alternative to cash; clawback applies per RSU Plan/award terms |
Company NEO bonus framework (context for CFO program; Todd’s specific metrics not yet disclosed):
| Metric | Weight (Base Points) | Threshold | Target | Max |
|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 60 | $25.6 | $32.0 | $38.4 |
| Safety – Sunrise Coal (Severity vs. national avg) | 5 | 100.0% | 89.0% | 78.0% |
| Safety – Sunrise Coal (Violations/inspection day) | 5 | 0.50% | 0.42% | 0.34% |
| Safety – Power (Incident rate) | 5 | 5.40% | 4.50% | 3.60% |
| Safety – Power (Inspection rate) | 5 | 1.00% | 1.25% | 1.50% |
| Discretionary | 20 | — | — | — |
Notes: The 2025 EBITDA target was reset due to coal restructuring and weaker power prices; Todd’s bonus program is “subject to approval” and expected to be consistent with senior executives, but his individual targets/actuals have not been disclosed .
Equity Ownership & Alignment
| Topic | Detail |
|---|---|
| Beneficial Ownership | Not yet disclosed for Telesz in 2025 proxy (as of Apr 9, 2025, he was not an executive then) . |
| Ownership Guidelines | Company has not adopted formal stock ownership guidelines for NEOs; executives hold significant shares via RSU vesting . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited unless Audit Committee approves an exemption (none granted to date) . |
| Equity Plan | RSU-only plan; options are not currently granted. 2025 shareholder-approved Second A&R RSU Plan added 2,000,000 shares and extended plan to May 29, 2035 . |
| Unvested RSUs (Company-wide at 12/31/2024) | 1,034,486 RSUs outstanding; 54,084 shares remaining pre-2025 addition; plan extended in 2025 adding 2,000,000 shares . |
| Telesz Expected Grants | $400,000 initial RSUs (two years), then $200,000 per year; 3-year ratable vesting beginning on first anniversary of his start date . |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | Effective June 23, 2025 (CFO appointment) . |
| Location | Based at Colorado corporate office, Lone Tree, CO . |
| Contract Term | Offer letter governs; Board approval noted; no separate employment agreement term length disclosed . |
| Severance / CoC | No severance or change‑of‑control terms disclosed for Telesz; 2024 executive plan severance terms disclosed for other NEOs (Bilsland, Lovell, Hargrave) only . |
| Clawback | Company adopted Exchange Act Rule 10D‑1/Nasdaq‑compliant compensation recovery policy; applies to incentive comp upon restatement . |
| Non‑compete/Non‑solicit | Not disclosed in the offer letter/exhibits . |
Say‑on‑Pay & Shareholder Feedback (2025 Meeting)
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Advisory vote on NEO compensation | 22,045,261 | 5,289,818 | 399,757 |
| RSU Plan (Second Amended & Restated) | 26,012,497 | 1,215,126 | 507,213 |
Investment Implications
- Alignment: RSU‑only equity, anti‑hedging/anti‑pledging and a Rule 10D‑1 clawback policy strengthen alignment and mitigate hedging/pledging red flags; absence of options reduces leverage risk .
- Retention: 3‑year ratable RSU vesting starting June 23, 2026, plus a $100k sign‑on subject to 1‑year clawback, create near‑ and medium‑term retention hooks; no disclosed severance/CoC terms for Telesz reduces guaranteed exit payouts .
- Pay-for-performance structure: Bonus framework centers on Adjusted EBITDA and safety metrics with discretionary overlay; 2025 EBITDA targets were reset due to market/operational changes—monitor Compensation Committee updates to Todd’s individual metrics for rigor and payout calibration .
- Trading signals: Track forthcoming Form 4s for RSU grants/vesting under the 2025 RSU plan and annual vest dates (June 23, 2026/2027/2028) that may affect liquidity planning; no pledging exemptions have been granted .