| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) Resignation of Officers and Directors
Effective the day preceding the appointment of James C. Grech as President and Chief Executive Officer of Peabody Energy Corporation (“Peabody”) (as described below), which is expected to be on or about June 1, 2021, and pursuant to the previously entered Employment Transition Agreement, Glenn L. Kellow will resign from his roles as President and Chief Executive Officer and member of the Board of Directors (the “Board”) of Peabody and all other offices, employment and directorships with Peabody and each of its affiliated entities.
(c), (d) Appointment and Designation of Officers and Directors
Appointment of President and Chief Executive Officer and Expected Appointment of Director
Effective on or about June 1, 2021 (the “Effective Date”), subject to customary pre-employment conditions, the Board appointed James C. Grech as President and Chief Executive Officer of Peabody.
As disclosed in Peabody’s definitive proxy statement filed with the SEC on March 25, 2021, if Mr. Kellow is re-elected as a director at Peabody’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), he will not serve as a member of the Board after his Separation Date (as defined in the Employment Transition Agreement), which is expected to be one day prior to the Effective Date. If Mr. Kellow is re-elected as a director at the Annual Meeting, the Board currently expects to appoint Mr. Grech to replace Mr. Kellow as a member of the Board effective as of the Separation Date, and serve the remainder of any unexpired term vacated by Mr. Kellow. Mr. Grech is also expected to be appointed to serve on the Executive Committee of the Board.
Mr. Grech, age 59, has over 30 years of experience in the natural resources industry. Most recently, Mr. Grech served as CEO and a member of the Board of Directors of Wolverine Fuels, LLC, a thermal coal producer and marketer based in Sandy, Utah, from July 2018 until May 2021. Prior to joining Wolverine Fuels, LLC, Mr. Grech served as President of Nexus Gas Transmission from October 2016 to July 2018, and previously held the position of Chief Commercial Officer and Executive Vice President of Consol Energy. Mr. Grech brings a strong operational, commercial and financial background in both mining and other energy business operations and has extensive utilities and capital markets experience. Mr. Grech holds a Bachelor of Science in Electrical Engineering from Lawrence Technological University and an MBA from the University of Michigan.
Effective upon his appointment, Mr. Grech’s compensation arrangements as President and Chief Executive Officer are as follows: (i) an annual base salary of $1,000,000; (ii) an additional one-time inducement bonus payment of $1,000,000 payable within 30 days of employment, which must be repaid in full to Peabody if Mr. Grech voluntary resigns without Good Reason (as defined in Peabody’s 2019 Executive Severance Plan) or is terminated for Cause (as defined in Peabody’s 2019 Executive Severance Plan) within one year of initial date of employment; (iii) a short-term incentive compensation (“STIC”) opportunity with a target level of 125% of his base salary pursuant to the Peabody Energy Corporation 2017 Incentive Plan (the “Plan”), prorated for fiscal year 2021 based on his positions held; (iv) a target long-term incentive compensation (“LTIC”) opportunity valued at $2,940,000 pursuant to the Plan commencing in January 2022; and (v) an equity grant effective as of the date of Mr. Grech’s appointment of restricted stock units under the Plan with a grant date fair market value of $1,500,000, which restricted stock units will generally vest ratably over a three-year period on the anniversaries of the grant date on each of June 1, 2022, June 1, 2023, and June 1, 2024, subject to Mr. Grech’s continued employment with Peabody. Mr. Grech’s performance-based STIC payouts will be based upon his individual performance and the achievement of Peabody’s performance objectives as approved by the Compensation Committee. In addition, in connection with his appointment as President and Chief Executive Officer, Mr. Grech will enter into Peabody’s standard form of indemnification agreement for directors and certain executive officers of Peabody.
There are no arrangements or understandings between Mr. Grech and any other persons pursuant to which he was selected as an officer and director, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
