UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.            )​

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Arch Resources, Inc.

(Name of Registrant as Specified In Its Charter)​

   

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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March 27, 2024​

Dear fellow stockholder:

You are cordially invited to attend our Annual Meeting of stockholders on Tuesday, May 7, 2024 at 10:00 a.m. Central Daylight Time. The Annual Meeting will be held by remote communication only, in a virtual meeting format. You can attend the virtual Annual Meeting at the meeting time at www.virtualshareholdermeeting.com/ARCH2024.

In connection with the Annual Meeting, we have enclosed a notice of the meeting, a Proxy Statement and a proxy card. We have also enclosed a copy of our annual report for 2023, which contains detailed information about us and our operating and financial performance.

By hosting the Annual Meeting online, the Company is able to communicate more effectively with its stockholders, enable increased attendance and participation from locations around the world, reduce costs and increase overall safety for all participants.   The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. If you plan to attend the Annual Meeting online, you will need the 16-digit control number found on your proxy card, voting instruction form or notice of internet availability of proxy materials. The Annual Meeting will begin promptly at 10:00 a.m. Central Daylight Time. Online check-in will begin at 9:45 a.m. Central Daylight Time, and you should allow ample time for the online check-in procedures.

Whether or not you plan to attend, I encourage you to vote your shares prior to the meeting. You may vote by telephone or via the Internet, or complete, sign and return the enclosed proxy card. The prompt execution of your proxy will be greatly appreciated.

Thank you for your continued support of Arch Resources, and we hope you will virtually attend the Annual Meeting.

Sincerely,

/s/ PAUL A. LANG

PAUL A. LANG
Chief Executive Officer

ARCH RESOURCES, INC.

One CityPlace Drive, Suite 300, St. Louis, Missouri 63141 t: (314) 994-2700

 

 

One CityPlace Drive, Suite 300
St. Louis, Missouri 63141

March 27, 2024​

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 7, 2024

The annual meeting of stockholders (the “Annual Meeting”) of Arch Resources, Inc., a Delaware corporation (the “Company”), will be held at 10:00 a.m., Central Daylight Time, to:

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Elect the seven nominees for director named in the attached Proxy Statement;

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Vote on an advisory resolution to approve the Company’s named executive officer compensation;

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(3)

Ratify the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditor for the year ending December 31, 2024; and

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(4)

Consider any other business that may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

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The Annual Meeting will be held by remote communication only, in a virtual meeting format. You can attend the virtual Annual Meeting at the meeting time at www.virtualshareholdermeeting.com/ARCH2024. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting.

March 15, 2024 has been fixed as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof. If you own shares of common stock as of March 15, 2024, you may vote those shares in advance of the Annual Meeting via the Internet or by telephone, or if you received your proxy materials by mail, you may vote your shares by completing and mailing your proxy card or voting instruction form. You may also vote your shares by attending the Annual Meeting online and voting during the meeting. If you plan to attend the Annual Meeting online, you will need the 16-digit control number found on your proxy card, voting instruction form or notice of internet availability of proxy materials. The Annual Meeting will begin promptly at 10:00 a.m. Central Daylight Time. Online check-in will begin at 9:45 a.m. Central Daylight Time, and you should allow ample time for the online check-in procedures. Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote by telephone or the Internet. If you received a proxy card by mail, you may complete, date and sign the proxy card and return it in the enclosed envelope.

By Order of the Board of Directors

/s/ ROSEMARY L. KLEIN

ROSEMARY L. KLEIN
Senior Vice President — Law, General Counsel and
Secretary

 

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

The proxy materials contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as our expected future business and financial performance, and are intended to come within the safe harbor protections provided by those sections. The words “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “predicts,” “projects,” “seeks,” “should,” “will” or other comparable words and phrases identify forward-looking statements, which speak only as of the date of this proxy statement. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Actual results or outcomes may vary significantly and adversely from those anticipated due to many factors, including: loss of availability, reliability and cost-effectiveness of transportation facilities and fluctuations in transportation costs; operating risks beyond our control, including risks related to mining conditions, mining, processing and plant equipment failures or maintenance problems, weather and natural disasters, the unavailability of raw materials, equipment or other critical supplies, mining accidents, and other inherent risks of coal mining that are beyond our control; inflationary pressures on and availability and price of mining and other industrial supplies; changes in coal prices, which may be caused by numerous factors beyond our control, including changes in the domestic and foreign supply of and demand for coal and the domestic and foreign demand for steel and electricity; volatile economic and market conditions; the effects of foreign and domestic trade policies, actions or disputes on the level of trade among the countries and regions in which we operate, the competitiveness of our exports, or our ability to export; the effects of significant foreign conflicts; the loss of, or significant reduction in, purchases by our largest customers; our relationships with, and other conditions affecting our customers and our ability to collect payments from our customers; risks related to our international growth; competition, both within our industry and with producers of competing energy sources, including the effects from any current or future legislation or regulations designed to support, promote or mandate renewable energy sources; alternative steel production technologies that may reduce demand for our coal; our ability to secure new coal supply arrangements or to renew existing coal supply arrangements; cyber-attacks or other security breaches that disrupt our operations, or that result in the unauthorized release of proprietary, confidential or personally identifiable information; our ability to acquire or develop coal reserves in an economically feasible manner; inaccuracies in our estimates of our coal reserves; defects in title or the loss of a leasehold interest; the availability and cost of surety bonds; including potential collateral requirements; we may not have adequate insurance coverage for some business risks; disruptions in the supply of coal from third parties; decreases in the coal consumption of electric power generators could result in less demand and lower prices for thermal coal; our ability to pay dividends or repurchase shares of our common stock according to our announced intent or at all; the loss of key personnel or the failure to attract additional qualified personnel and the availability of skilled employees and other workforce factors; public health emergencies, such as pandemics or epidemics, could have an adverse effect on our business; existing and future legislation and regulations affecting both our coal mining operations and our customers’ coal usage, governmental policies and taxes, including those aimed at reducing emissions of elements such as mercury, sulfur dioxides, nitrogen oxides, particulate matter or greenhouse gases; increased pressure from political and regulatory authorities, along with environmental and climate change activist groups, and lending and investment policies adopted by financial institutions and insurance companies to address concerns about the environmental impacts of coal combustion; increased attention to environmental, social or governance matters (“ESG”); our ability to obtain or renew various permits necessary for our mining operations; risks related to regulatory agencies ordering certain of our mines to be temporarily or permanently closed under certain circumstances; risks related to extensive environmental regulations that impose significant costs on our mining operations, and could result in litigation or material liabilities; the accuracy of our estimates of reclamation and other mine closure obligations; the existence of hazardous substances or other environmental contamination on property owned or used by us; risks related to tax legislation and our ability to use net operating losses and certain tax credits; and other factors, including

 

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those discussed in our filings with the U.S. Securities and Exchange Commission, including our annual reports on Form 10-K and quarterly reports on Form 10-Q.

In addition, historical, current, and forward-looking ESG-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. Forward-looking and other statements in the proxy materials may also address our corporate responsibility and sustainability progress, plans, and goals, and the inclusion of such statements is not an indication that these contents are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word “material” or “materiality” in this document. Additionally, any references to our website or other materials not included in our proxy materials are, absent express language to the contrary, not incorporated by reference into these documents. With respect to ESG information that pertains to our third-party vendors, suppliers and partners, we often rely on such third-parties’ data and do not independently verify or audit, or commit to independently verifying or auditing, their information.   Such information may also change over time as methodologies and data availability and quality continue to evolve. These factors, as well as any inaccuracies in third-party information we use, including in estimates or assumptions, may cause results to differ materially and adversely from statements, estimates, and beliefs made by us or third-parties. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law. Additionally, we may provide information that is not necessarily material for Securities and Exchange Commission (“SEC”) reporting purposes but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), internal controls, and assumptions or third-party information that are still evolving and subject to change. Our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control.

 

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PROXY STATEMENT

TABLE OF CONTENTS

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

When and Where Is the 2024 Annual Meeting of Stockholders Being Held?

The 2024 annual meeting of stockholders (the “Annual Meeting”) of Arch Resources, Inc., a Delaware corporation (“Arch” or the “Company”), will be held on Tuesday, May 7, 2024 at 10:00 a.m., Central Daylight Time. The Annual Meeting will be held by remote communication only, in a virtual meeting format. You can attend the virtual Annual Meeting at the meeting time at www.virtualshareholdermeeting.com/ARCH2024.

Who May Vote at the Annual Meeting?

Stockholders of the Company on March 15, 2024, the record date for the Annual Meeting, are entitled to receive notice of and to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting. On the record date, the Company had 18,245,954 shares of Common Stock outstanding, consisting of 18,245,697 shares of Class A Common Stock and 257 shares of Class B Common Stock outstanding.

How Do I Gain Admission to the Annual Meeting?

You can access the virtual Annual Meeting at the meeting time at www.virtualshareholdermeeting.com/ARCH2024. If you plan to attend the Annual Meeting online, you will need the 16-digit control number found on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials (the “Notice”). The Annual Meeting will begin promptly at 10:00 a.m. Central Daylight Time. Online check-in will begin at 9:45 a.m. Central Daylight Time, and you should allow ample time for the online check-in procedures.

What Items Will Be Voted on at the Annual Meeting?

Stockholders will vote on the following items at the Annual Meeting:

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The election of seven director nominees to the Board of Directors (the “Board”) of the Company (Proposal 1);

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An advisory resolution to approve the Company’s named executive officer compensation (Proposal 2); and

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The ratification of the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditor for the year ending December 31, 2024 (Proposal 3).

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What Are the Board’s Voting Recommendations?

The Board recommends you vote your shares:

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“FOR” each of the director nominees to the Board (Proposal 1);

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“FOR” the advisory resolution to approve the Company’s named executive officer compensation (Proposal 2); and

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“FOR” the ratification of the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company’s independent auditor for the year ending December 31, 2024 (Proposal 3).

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How Do I Vote?

If you are a registered stockholder, you may vote your shares in advance using any of the following voting alternatives:

By Internet — You can vote over the Internet at www.proxyvote.com by following the instructions provided (you will need the Control Number from the Notice or proxy card you receive).

 

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By Phone — You can vote by phone by calling the toll-free number indicated on your proxy card or voting instruction card (you will need the Control Number from the Notice or proxy card you receive).

By Mail — If you received your proxy materials by mail, you can vote by signing, dating and returning the accompanying proxy card.

Alternatively, you may attend the virtual Annual Meeting and vote your shares during the meeting. When your proxy is properly submitted, your shares will be voted as you indicate. If you do not indicate your voting preference, the appointed proxies (Paul A. Lang and Rosemary L. Klein) will vote your shares FOR each of the director nominees to the Board under Proposal No. 1, FOR Proposal No. 2 and FOR Proposal No. 3. If your shares are owned in joint names, all joint owners must vote by the same method, and if joint owners vote by mail, all of the joint owners must sign the proxy card. The deadline for voting by telephone or via the Internet in advance of the Annual Meeting is 11:59 p.m., Eastern Daylight time, on the day before the Annual Meeting.

If you are a beneficial owner of shares held in street name, follow the instructions provided by your nominee to vote your shares in advance of the Annual Meeting. In most instances, you will be able to vote by the same methods as indicated above. Alternatively, you may attend the virtual Annual Meeting and vote your shares during the meeting.

May I Change My Vote?

You may revoke your proxy and change your vote at any time before the voting deadline for the Annual Meeting. After your initial vote, you may vote again on a later date any time prior to the Annual Meeting via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the voting deadline for the Annual Meeting will be counted), by signing and returning a new proxy card or voting instruction form with a later date, or by attending the Annual Meeting and voting during the meeting. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked.

How Many Votes Do I Have?

You have one vote for each share of the Company’s Class A Common Stock and one vote for each share of the Company’s Class B Common Stock that you owned at the close of business on the record date. These shares include:

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Shares registered directly in your name with the Company’s transfer agent, for which you are considered the “stockholder of record”; and

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Shares held for you as the beneficial owner through a broker, bank, or other nominee in “street name.”

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Is My Vote Confidential?

Yes. Voting tabulations are confidential except in extremely limited circumstances. Such limited circumstances include contested solicitation of proxies when disclosure is required by law to defend a claim against the Company or to assert a claim by the Company and when a stockholder’s written comments appear in a proxy or other voting material.

What Are Broker Non-Votes and How Are They Counted?

A broker non-vote occurs when a broker, bank, or other nominee holding shares on behalf of a beneficial owner is prohibited from exercising discretionary voting authority for a beneficial owner who has not provided voting instructions. Brokers, banks, and other nominees may vote without instruction only on “routine” proposals. On “non-routine” proposals, nominees cannot vote without instructions from the beneficial owner, resulting in so-called

 

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“broker non-votes.” Proposal No. 3, the ratification of Ernst & Young, LLP as the Company’s independent registered public accounting firm, is the only routine proposal on the ballot for the Annual Meeting. All other proposals are non-routine. If you hold your shares with a broker, bank, or other nominee, they will not be voted on non-routine proposals unless you give voting instructions to such nominee. Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum at the meeting but are not counted for purposes of determining the number of shares present and entitled to vote on non-routine matters.

What Is the Voting Requirement to Approve Each of the Proposals?

For Proposal No. 1, the seven nominees receiving the greatest number of affirmative votes will be elected as directors to serve for one-year terms or until their respective successors are duly elected and qualified. Abstentions are not counted for the purpose of the election of directors, and neither abstentions nor broker non-votes will have any effect on the voting results.

Approval of Proposals No. 2 and No. 3 requires the affirmative vote of a majority of the shares voting thereon at the Annual Meeting.   The vote on Proposal No. 2, the approval of the Company’s named executive officer compensation, is a non-binding advisory vote only. Abstentions and broker non-votes are not treated as votes cast. Accordingly, neither abstentions nor broker non-votes, if applicable, will affect the outcome of the voting on Proposals No. 2 or No. 3. Since Proposal No. 3 is a “routine” proposal, we do not expect any broker non-votes to occur with respect to this proposal.

If a submitted proxy does not specify how to vote, the shares represented by that proxy will be considered to be voted FOR each of the seven nominees recommended by the Board in Proposal No. 1, and FOR each of Proposals No. 2 and No. 3. Unless a stockholder provides instructions to withhold discretionary voting authority, the appointed proxies may use their discretion to vote on any other matters properly brought before the meeting. As of the date of this Proxy Statement, the Company knows of no matter that will be presented for consideration at the Annual Meeting other than those matters discussed in this Proxy Statement.

What “Quorum” Is Required for the Annual Meeting?

In order to have a valid stockholder vote, a quorum must exist at the Annual Meeting. For the Company, the holders of a majority of the outstanding shares of common stock, present in person (virtually) or by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. For these purposes, shares that are present or represented by proxy at the Annual Meeting will be counted toward a quorum, regardless of whether the holder of the shares or proxy fails to vote on a particular matter. Abstentions and broker non-votes are counted as present for the purpose of establishing a quorum.

What Is Householding?

As permitted by the SEC, the Company may deliver only one copy of this Proxy Statement, its 2023 annual report to stockholders or the Notice, as applicable, to stockholders residing at the same address, unless the stockholders have notified the Company of their desire to receive multiple copies of these documents. This is known as householding.

The Company will promptly deliver, upon request, a separate copy of the Proxy Statement, annual report or Notice, as applicable, to any stockholder residing at an address to which only one copy was mailed. Requests for separate copies for the current year or future years, or to receive a single copy in the future for stockholders sharing an address, should be directed to the Secretary, Arch Resources, Inc., One CityPlace Drive, Suite 300, St. Louis, Missouri 63141, or by telephone at (314) 994-2700.

 

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Where Can I Find the Voting Results?

The Company intends to announce preliminary voting results at the Annual Meeting. The Company will publish the final results in a Current Report on Form 8-K, which the Company expects to file within four business days after the Annual Meeting is held. You can obtain a copy of the Current Report on Form 8-K by logging on to the Company’s website at www.archrsc.com or through the EDGAR system at www.sec.gov. Information on the Company’s website does not constitute part of this Proxy Statement.

 

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CORPORATE GOVERNANCE PRACTICES

Overview

We are dedicated to creating long-term value for our stockholders, while maintaining our commitment to ESG matters and being a responsible corporate citizen. We are committed to conducting business with integrity and a passion for providing the best value to our customers.

Our Commitment to Environmental, Social and Governance Responsibility

We believe that our long-term success depends upon achieving excellence in mine safety and environmental stewardship; conducting business in the most ethical and transparent manner; investing in our people and the communities in which we operate; and demonstrating the highest principles of corporate governance. We are proud of our long-standing history of outstanding performance in these areas, and our commitment to continuous improvement in ESG is unwavering. Please visit our website at www.archrsc.com for information regarding the Company’s pivot towards steel and metallurgical markets and our philosophy and approach to key ESG-related topics, as well as data reflecting our industry-leading safety and environmental performance. The information contained in our website is not incorporated by reference into this Proxy Statement or any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We also discuss key highlights of our ESG approach below.

Our Approach to Safety and Environmental Stewardship

Safety is deeply engrained in our culture. Across the organization, employees engage in a proactive, employee-driven approach to safety. This cultural-based approach began more than two decades ago and is now a part of who we are. We have consistently led our large, integrated peers in safety performance, as measured by lost-time incident rate. For 2023, our lost-time incident rate across all of our operations was 0.55 per 200,000 employee-hours worked, our second best performance ever and nearly four times better than the industry average. While we are proud of our track record, we are sharply focused on further improvement. We have made zero safety incidents at every operation, every year, our single, highest priority.

We are relentless in our efforts to be good stewards of the environment. We strive for perfection in our approach to water, air and land. As with safety, we continue to exhibit industry leadership with our environmental performance. In 2023, we recorded zero notices of violation under the Surface Mining Control and Reclamation Act (“SMCRA”) across all of our subsidiary operations. In every operating region, we take our reclamation efforts seriously and are often recognized for excellence by state and federal agencies.

We believe that our performance in the areas of safety and environmental stewardship in particular — and ESG more generally — is integral to our operational and financial performance and to enhancing long-term stockholder value. Given this integral connection, we have historically tied a significant portion of our executive officers’ annual incentive compensation to Company performance on safety and environmental compliance.

Our Approach to Climate

We recognize the importance of reducing greenhouse gas emissions and have taken steps to reduce our carbon footprint. Our pivot towards steel markets — and towards higher quality but lower volume metallurgical products — has driven significant reductions in our emissions profile as well.

Our metallurgical products are essential to the primary production of steel as a reducing agent for iron ore. While the production process is carbon-intensive, steel is a highly recyclable resource supported by a well-developed

 

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logistics chain and recycling infrastructure. We expect primary steel to play an essential role in the ongoing expansion of the global economy, the development of critical infrastructure, and the construction of a new, lower-carbon economy supported by mass transit systems, wind turbines and electric vehicles. While we believe steel producers will ultimately seek to de-carbonize their steelmaking processes entirely, consistent with a net-zero carbon future, we expect metallurgical coal to continue to play a critical role in steel production for the next two decades or more. In 2023, we directed approximately 80 percent of our capital spending to our metallurgical segment.

As we have expanded our metallurgical portfolio, we have correspondingly reduced our thermal coal asset base via asset sales, final mine reclamation and the continuous streamlining and rightsizing of our thermal portfolio. Over the past decade, we have reduced our thermal coal output by well over 50 percent and expect to drive forward with further reductions. We are also continuing to explore strategic alternatives for some of our remaining thermal assets, while accelerating final reclamation activities at our thermal coal operations in the Powder River Basin of Wyoming. In addition, we have created a thermal mine reclamation fund to cover those obligations. At the same time, we are continuing to focus on optimizing cash flows from our remaining thermal assets. We view our focused approach as the most orderly and responsible process for our stockholders, the employees at our thermal operations, the communities in which those employees live and work, and the electricity consumers who rely on this low-cost fuel source to help maintain affordable and stable electricity.

Our Approach to People — Human Capital Management

We employ approximately 3,500 employees, almost all of whom are located in the United States. Our responsible and respectful corporate culture has allowed us to attract and retain an experienced, talented and high-performing workforce. Our five-year average voluntary retention rate is over 88 percent (including retirements and terminations), and approximately 40 percent of the Company’s workforce has at least 10 years of Company service.

We recognize the importance of furthering education and development of our employees through the various stages of their careers. To that end, we offer free access to a multitude of courses that are designed for personal and career development through an online education platform as well as tuition reimbursement. We also invest significantly in the development of our next generation of leaders. We conduct multi-day leadership workshops designed to educate high-potential employees about our corporate strategy, financial position, asset base and corporate culture, as well as to enhance leadership skills. We also regularly hold workshops with both internal and external subject matter experts to discuss best practices related to safety, environmental compliance and operating procedures.

We are committed to building and maintaining a diverse and inclusive workforce. Advancing diversity in all forms is our focus, and we strive to ensure a culture of inclusion in which all employees feel safe and respected. To reinforce our commitment, we established Arch CARES, a Company-wide program designed to promote and encourage a safe and respectful work environment. The fundamentals of the program are: (C) Courage to stand up for oneself and others; (A) Attitude that is positive and encouraging; (R) Respect for others; (E) Excellence in what employees do and say; and (S) Safety. The program endeavors to further engrain mutual respect as a core value in our corporate culture.

Our Board plays a critical role in the oversight of talent and culture at Arch, routinely engaging with senior leadership on topics such as succession planning and talent development. The Personnel and Compensation Committee of our Board oversees compensation and bonus pools which are determined, in part, by delivering against organizational objectives, including safety and environmental performance. Our Board is also committed to ensuring a culture of inclusion and diversity at every level of the organization.

 

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Our Approach to Community

Beyond the broad economic benefits that our operations provide, we make it a priority to enrich our local communities in other ways. We encourage our employees to take an active role in community organizations and projects and to cultivate strong relationships with neighbors. We give back to the community through charitable giving and volunteerism. We reach out to our neighbors through special programs, such as community advisory panels at select operations, and by devoting time to nonprofit organizations, including local schools.

Our Approach to Governance

We are committed to demonstrating the highest principles of corporate governance. We believe that strong, effective corporate governance policies and practices are the foundation of a well-functioning board and are vital to preserving the trust of our stakeholders, including our customers, suppliers, employees and stockholders, as well as regulators and the general public.

Our Board has adopted Corporate Governance Guidelines that set forth a framework within which the Board, assisted by its committees, oversees the affairs of the Company. These guidelines address, among other items, the composition and functions of the Board, director independence and non-employee director compensation. The Company’s Code of Business Conduct is applicable to all employees of the Company, including all directors and officers.

Our Board regularly reviews these governance policies and modifies them as warranted based upon Delaware law, the rules and listing standards of the New York Stock Exchange and SEC regulations, as well as best practices recommended by recognized governance authorities. The Corporate Governance Guidelines and the Code of Business Conduct are available on the Company’s website under the “Investor Center” section at www.archrsc.com and in print to any stockholder who requests them from the Company’s Secretary. Amendments to or waivers from (to the extent applicable to one of the Company’s directors or executive officers) the Code of Business Conduct are posted to the same location on the Company’s website. Information on the Company’s website does not constitute part of this Proxy Statement.

ESG Oversight Framework

Our Board has ultimate responsibility for oversight of the Company’s ESG strategy and attendant risks. Each of the Board’s standing committees assists the Board in fulfilling this important role.

To gain efficiencies, the Board designated ESG oversight responsibility to the Environmental, Social, Governance and Nominating Committee, also referred to as the ESG and Nominating Committee. The Committee’s charter expressly reflects its responsibility for oversight of ESG strategy, risk and opportunities. The ESG and Nominating Committee reports to the full Board on a regular basis with updates on ESG.

The ESG and Nominating Committee receives regular reports from management’s ESG task force. This task force consists of approximately 30 key members of management — from operations as well as functional areas — and is led by the Company’s President and the Senior Vice President — Strategy. Management has structured the task force and related ESG protocols to follow what was utilized for the Company’s successful behavior-based safety program. Like safety, we believe the key to our continuing success in ESG is incorporating ESG into our culture — not only within our operations but within every function of the Company. The task force meets on a quarterly basis to discuss, evaluate and report on ESG matters pertaining to operations and each functional area. The task force leaders provide regular updates to the Committee on the task force meetings, initiatives and progress. The ESG and Nominating Committee, in its oversight role, and management will continue to implement governance-related protocols as may be needed to ensure information flow and accountability to advance the Company’s ESG strategy and goals.

 

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The Audit Committee and Personnel and Compensation Committee also assist our Board in fulfilling its oversight responsibility for ESG. For discussion of the Personnel and Compensation Committee’s role in overseeing human capital management, please see Our Approach to People — Human Capital Management in the Our Commitment to Environmental, Social and Governance Responsibility section. For discussion of the Audit Committee’s role in overseeing management’s enterprise risk assessment processes, please see the section below entitled Oversight of Risk Management.

Oversight of Risk Management

Our Board is responsible for oversight of the Company’s risk management processes. To assist our Board in fulfilling its risk oversight responsibilities, the Audit Committee receives periodic reports on management’s enterprise risk management process and assessment of current and future risks, including assessment and management of the Company’s asset retirement obligations and ESG and cybersecurity related risks.

To increase the Board’s effectiveness, each of the standing committees of the Board is actively involved in risk oversight. The committees’ involvement allows for a deeper review of specific risks. Each committee reports on its activities to the full Board. Set forth below are the key areas of committee oversight:

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The Audit Committee oversees financial risk, including internal controls. The committee also focuses on cybersecurity risk, with management regularly reporting to the Audit Committee on the Company’s risk and mitigation efforts.

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The Personnel and Compensation Committee oversees risks related to compensation and engages an independent compensation consultant to assess risks pertaining to the Company’s executive compensation programs.

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The ESG and Nominating Committee oversees risks associated with ESG matters and corporate governance processes.

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ESG risks, such as those related to safety, environmental performance, climate change and human capital management, are a top priority for our Board. These risks, and the Company’s ability to mitigate them, are evaluated and factored into the Company’s strategy and business plan. As such, our Board is actively engaged in overseeing these risks, as well as opportunities related to ESG matters. Our Board is well-versed in how these risks may impact the Company and is regularly updated by the committees and management on the Company performance related to ESG matters and mitigation of associated risks.

Management Succession Planning

Our Board recognizes the importance of succession planning for the Chief Executive Officer (“CEO”) and other members of the executive leadership team. The Board, in consultation with the Personnel and Compensation Committee, evaluates talent development of the CEO and other executive team members to ensure the Company has the right people in place to execute the Company’s long-term strategic plans and appropriate succession for key individuals. The Board reviews our long-term succession plan on an annual basis and continuously focuses on management development and retention.

Our Board also recognizes the importance of a thoughtful Board refreshment process. For information on this topic, please see the section entitled “Board Refreshment and Diversity” below.

Stockholder Engagement Program

We regularly reach out to stockholders to get feedback on matters such as executive compensation, corporate governance, ESG responsibility and other current and emerging issues and will continue this practice going forward.

 

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Stockholders have access to the Board and senior leadership as part of this outreach program. During 2023, we reached out to our largest stockholders, representing more than 75% of our outstanding shares of common stock, and subsequently held meetings with those stockholders that expressed a desire to do so. The stockholders with whom we spoke were generally supportive of our corporate governance program, executive compensation practices and commitment to ESG.

Director Independence

Our Board’s objective is to have a substantial number of directors who are independent. The Corporate Governance Guidelines incorporate the criteria established by the New York Stock Exchange to assist the Board in determining whether a director is independent. Our Board has determined, in its judgment, that all but two director nominees, Paul A. Lang and John T. Drexler, meet the New York Stock Exchange standards for independence. In addition, for current directors that are not standing for re-election, Mr. Chapman, the Board’s Lead Independent Director, meets the New York Stock Exchange standards for independence while Mr. Eaves, the Board’s Executive Chair, is not independent.

Pursuant to our Corporate Governance Guidelines, all members of the Board’s Audit, ESG and Nominating, and Personnel and Compensation Committees must be independent directors. Members of the Audit Committee must also satisfy a separate SEC independence requirement, which provides that they may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of the Company’s subsidiaries other than their directors’ compensation. Our Board has determined, in its judgment, that all members of the Board’s Audit, ESG and Nominating, and Personnel and Compensation Committees are independent directors under the New York Stock Exchange standards for independence and that all members of our Audit Committee satisfy the separate SEC independence requirement.

Leadership Structure

Our Board has no fixed policy with respect to the separation of the offices of Chair and Chief Executive Officer. Instead, the Board retains discretion to make this determination on a case-by-case basis from time to time as it deems to be in the best interest of the Company and the Company’s stockholders. The Company’s current structure is that Mr. Eaves serves as Executive Chair of the Board, Mr. Chapman is the Lead Independent Director, and Mr. Lang serves as Chief Executive Officer of the Company.   Messrs. Eaves and Chapman are not standing for election at the Annual Meeting. Effective as of the conclusion of the Annual Meeting, Messrs. Eaves and Chapman will retire from the Board, and Richard A. Navarre will become our independent Board Chair. The Board will no longer have a Lead Independent Director.

The Company’s independent directors meet regularly in executive session without management present. The Corporate Governance Guidelines provide that in the event the Chair of the Board is the Chief Executive Officer or is not an independent director, then the independent directors of the Board shall elect a Lead Independent Director to lead executive session meetings of the independent directors. Accordingly, under our current structure, Mr. Chapman, as Lead Independent Director, presides over these executive sessions.   After the conclusion of the Annual Meeting, Mr. Navarre, as independent Board Chair, will lead such executive sessions of our independent directors.   The Board believes that both the current and anticipated leadership structure facilitate the Board’s independent and effective oversight of management.

Service on Other Public Company Boards

Each director on our Board must be willing to make the commitment of time and effort to make a constructive contribution to the Board and fulfill their fiduciary duties. The Corporate Governance Guidelines provide that a

 

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director may not serve on the boards of more than four public companies (including the Board) and any director who also serves as an executive officer of a public company should not serve on the boards of more than two public companies (including the Board), in each case except for reasonable transition periods relating to changes in board service. All current directors and nominees comply with these guidelines. Messrs. Lang and Drexler do not currently serve on the board of directors of any other public company, and Mr. Eaves serves on only two public company boards (including Arch). None of our other current directors or nominees serves as an executive officer of a public company, nor do they serve on more than four public company boards (including Arch).

Director Qualifications

The Company’s Corporate Governance Guidelines provide that our Board and the ESG and Nominating Committee will consider candidates for the Board who possess the following principal qualities: strength of character; an inquiring and independent mind; practical wisdom; and mature judgment. In addition to these qualities, the selection criteria for nomination include recognized achievement, an ability to contribute to some aspect of the Company’s business, and the willingness to make the commitment of time and effort required of a director.

As described in more detail below, our Board believes that each of the Company’s directors meets such criteria and has attributes and experience that make them well qualified to serve. In order to find the most valuable talent available to meet these criteria, the Board generally considers candidates diverse in geographic origin, gender, ethnic background, and professional experience (private, public, and non-profit). The Company’s goal is to include members with the skills and characteristics that, taken together, will ensure a strong Board.

The ESG and Nominating Committee has identified nine areas of expertise that are particularly relevant to service on the Board and has identified the directors whose key areas of expertise qualify them for each of the listed categories. The categories identified by the ESG and Nominating Committee are:

•

CEO/Senior Management — Experience working as a chief executive officer, chief financial officer, chief accounting officer, managing director or other senior officer of a major public or private company or non-profit entity.

​

•

Industry — Extensive knowledge and experience in the energy, natural resources, metals and mining industries, either as a senior executive of a company in such industries, as a senior executive of a customer serving such industries or through legal or regulatory experience on industry-related matters.

​

•

ESG — A thorough understanding of safety, environmental responsibilities and other ESG matters pertaining to the Company.

​

•

Finance and Accounting — Senior executive-level experience or membership on a board audit committee with an extensive understanding of finance and accounting matters such as capital markets, corporate finance, M&A, financial accounting and reporting, treasury and related cash management functions, auditing, Sarbanes-Oxley compliance and internal controls.

​

•

Governance/Board — Prior or current experience as a board member of a major organization (private, public or non-profit).

​

•

Government Relations — Experience in or a strong understanding of the workings of government and public policy on a local, state and national level.

​

•

Human Capital Management — Senior executive-level or board compensation committee experience with an extensive understanding of  (i) executive-level and incentive-based compensation plans; (ii) practices for attracting, developing and retaining talent; and (iii) approaches for promoting Company values and cultural initiatives.

​

 

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•

Marketing — Senior executive-level experience in marketing combined with a strong working knowledge of the Company’s domestic and international markets, customers and strategy.

​

•

Strategic Planning and Risk Management — Senior executive-level or board experience in strategic planning and risk assessment for a major public, private or non-profit entity, including a strong understanding of enterprise risk management processes related to financial, operational, market, ESG, regulatory, cybersecurity and information security and other risks relevant to the Company.

​

Board Refreshment and Diversity

Our Board and its ESG and Nominating Committee make diversity in gender, ethnicity/race, age, and career experience a priority when considering director candidates. The recruitment process reflects a deliberate search for specific skills, background and experiences, as needed. Our search process for director nominees is thoughtful and deliberate, often taking a year or more to find the right candidate. From time-to-time, the Board and the ESG and Nominating Committee engage a third-party search firm to help identify and recruit highly qualified individuals, including individuals diverse in gender and ethnicity, to include in the pool of potential director candidates as part of its Board refreshment process. In 2023, the search process resulted in the election of Pamela R. Butcher to the Board on July 21, 2023. The Board and the ESG and Nominating Committee remain committed to including diverse candidates in the pool of director candidates and will continue with its ongoing refreshment process.

The Board has nominated seven director nominees to stand for election at the Annual Meeting. Six of the seven nominees are current directors. Two current Board members, John W. Eaves and James N. Chapman, will not stand for election, and the size of the Board will be reduced to seven directors effective at the conclusion of the Annual Meeting. The slate of director nominees includes three women, one of whom is ethnically diverse.

Director Biographies

The following seven people have been nominated to stand for election at the Annual Meeting, with each serving a one-year term expiring at the 2025 annual meeting of stockholders: Pamela R. Butcher, John T. Drexler, Holly Keller Koeppel, Patrick A. Kriegshauser, Paul A. Lang, Richard A. Navarre and Molly P. Zhang.

Set forth below is a list of people who have been nominated for election to the Board of Directors at the Annual Meeting, along with certain biographical information, including their ages as of the date of this Proxy Statement, and their occupations during the last five or more years. A discussion of each person’s expertise and qualifications is also provided.

 

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Core Qualifications of Board in its Entirety

Our approach is to operate a lean organization staffed with highly qualified and talented individuals, and our Board size and composition also reflects this approach. In our director nomination process, we look for candidates whose qualifications and expertise cover many, if not all, of the core skillsets believed to be most important. In addition to exhibiting core skillsets, we encourage our directors to participate in webinars and trainings on ESG, cybersecurity, artificial intelligence and other current topics as part of our director education to ensure that the Board has the knowledge and expertise to provide oversight of strategy, risk and opportunities with respect to such matters.

The core qualifications and areas of expertise of our slate of director nominees standing for election at the Annual Meeting include:

 

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Board Tenure and Age

To ensure the Board has an appropriate balance of experience, continuity and fresh perspectives, our Board considers, among other factors, length of tenure and age when reviewing nominees. The tenure and ages of our slate of director nominees standing for election at the Annual Meeting are as follows:

Board Meetings and Committees

Under the Company’s Corporate Governance Guidelines, each director is expected to spend the time needed and meet as frequently as necessary to properly perform their duties and responsibilities, including attending the annual stockholders’ meeting, Board meetings and meetings of the committees on which they serve. Our directors rarely, if ever, miss a Board or committee meeting and consistently attend the annual stockholders meeting each year. During 2023, our Board met seven times, and each then-serving director attended 100% of all of the meetings of the Board and the committees of the Board on which such director served, except that Ms. Butcher was unable to attend one Board meeting due to a conflict that she had notified the Company about prior to joining the Board. All of our then-serving directors also attended the Company’s 2023 annual meeting of stockholders. The number of meetings held by the Board and its committees during 2023 are reflected below, together with the current composition of the Board and its committees:

C — Chair; M — Member; LD — Lead Independent Director

(1)

All board committees are comprised entirely of independent directors. Each of the members of the Audit Committee is an audit committee financial expert as defined in SEC regulations.

​

 

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(2)

Ms. Butcher was elected to the Board on July 21, 2023.

​

(3)

Mr. Chapman is not standing for election and will retire at the conclusion of the Annual Meeting.

​

(4)

Mr. Eaves is not standing for election and will retire at the conclusion of the Annual Meeting.

​

(5)

Mr. Navarre served on the Audit Committee for a portion of the year, stepping off at the time Ms. Butcher was appointed as a member of such committee. As required by the Audit Committee’s charter, there were at least three members serving on the Audit Committee at all times during the year.

​

ESG and Nominating Committee

The ESG and Nominating Committee is responsible for, among other things, the following items:

•

identifying qualified individuals to stand for election to the Board at the annual stockholders’ meeting and recommending candidates for membership on the Board’s committees;

​

•

developing and recommending the Corporate Governance Guidelines to the Board;

​

•

overseeing the Company’s efforts with regard to ESG matters, including strategies, risks and opportunities; and

​

•

reviewing the effectiveness of Board governance, including overseeing an annual assessment of the performance of the Board.

​

Our Board has determined, in its judgment, that the ESG and Nominating Committee is composed entirely of independent directors as defined in the New York Stock Exchange listing standards. The ESG and Nominating Committee operates under a written committee charter approved by the Board, a copy of which is published under the “Investor Center” section of the Company’s website at archrsc.com.

Personnel and Compensation Committee

The Personnel and Compensation Committee is responsible for, among other things, the following items:

•

overseeing the Company’s executive incentive compensation and equity-based plans;

​

•

overseeing the Company’s non-employee director compensation program; and

​

•

monitoring the Company’s succession planning and management development practices.

​

Our Board has determined, in its judgment, that the Personnel and Compensation Committee is composed entirely of independent directors as defined in the New York Stock Exchange listing standards. In making its determination, the Board considered, among other things, the factors applicable to members of the Personnel and Compensation Committee pursuant to New York Stock Exchange listing standards and Rule 10C-1 of the Exchange Act. The Personnel and Compensation Committee operates under a written committee charter approved by the Board, a copy of which is published under the “Investor Center” section of the Company’s website at www.archrsc.com. The report of the Personnel and Compensation Committee can be found under “Personnel and Compensation Committee Report” in this Proxy Statement.

Audit Committee

The Audit Committee is responsible for, among other items, the following items:

•

overseeing the integrity of the Company’s financial statements, internal accounting, and effectiveness of financial controls, disclosure controls and financial reporting processes;

​

•

determining and evaluating the qualifications, independence and performance of the Company’s independent registered public accounting firm; and

​

 

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•

overseeing the performance of the Company’s internal audit function.

​

The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of the Company’s independent registered public accounting firm. Our Board has determined, in its judgment, that the Audit Committee is composed entirely of independent directors in compliance with the New York Stock Exchange listing standards and Rule 10A-3 of the Exchange Act. The Audit Committee operates under a written committee charter approved by the Board, a copy of which is published under the “Investor Center” section of the Company’s website at www.archrsc.com.

Our Board has determined, in its judgment, that each of the members of the Audit Committee is “financially literate” and is an “audit committee financial expert” as defined in SEC regulations. Under the Audit Committee’s charter, no member of the committee may serve on more than two other public company audit committees unless the Board determines that such simultaneous service will not impair the ability of the member to serve effectively on the committee. None of the members of the Audit Committee currently serve on the audit committees of more than two other public companies. The report of the Audit Committee can be found under “Audit Committee Report” in this Proxy Statement.

Board and Committee Self-Evaluations

Our Board conducts annual self-evaluations to determine whether it and its committees are functioning effectively and whether its governing documents continue to remain appropriate. As part of the annual self-evaluation process, each director completes a survey designed to elicit feedback, and the results are summarized and discussed anonymously at executive sessions of the full Board and each committee, as applicable. Each committee also annually reviews its own performance and assesses the adequacy of its charter, and reports the results and any recommendations to the Board. In addition to the annual self-evaluations, Board members regularly provide feedback on an informal basis as needed.

Director Retirement/Resignation Policies

The Corporate Governance Guidelines require any nominee for director in an uncontested election who receives a greater number of votes “withheld” from their election than votes “for” such election, to offer their resignation to the Board. In the event a resignation is tendered, the ESG and Nominating Committee and the Board will evaluate the best interests of the Company and its stockholders and make a determination on the action to be taken with respect to such offered resignation, which may include (i) accepting the resignation, (ii) maintaining the director but addressing the underlying cause of the withheld votes, (iii) resolving that the director will not be re-nominated in the future for election, or (iv) rejecting the resignation. Following a determination by the Board, the Company will disclose the Board’s decision in a filing with the SEC, a press release, or another broadly disseminated means of communication. The Corporate Governance Guidelines require the Board to nominate for election or re-election only those candidates who agree in advance in writing to tender a resignation letter in accordance with these terms. Each nominee for election at the Annual Meeting has agreed to follow this policy as set forth in the Corporate Governance Guidelines.

The Corporate Governance Guidelines also provide that outside directors offer to tender their resignation for consideration by the Board at the annual meeting following such director’s 72nd birthday.

Vacancies on the Board may be filled by a majority of the remaining directors. A director elected to fill a vacancy, or a new directorship created by an increase in the size of the Board, serves until the next annual meeting of stockholders, until their successor shall be elected and qualified, or until their earlier death, resignation or removal, except as otherwise required by law.

 

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Conflicts of Interest

The Company’s Code of Business Conduct reflects the Company’s policy that all of the Company’s employees, including the Company’s named executive officers, and directors must avoid any activity that creates, or may create, a conflict of interest that might interfere with the proper performance of their duties or that might be hostile, adverse or competitive with the Company’s business. In addition, each of the Company’s directors and executive officers is encouraged to notify the Board when confronted with any situation that may be perceived as a conflict of interest, even if the person does not believe that the situation would violate the Company’s Code of Business Conduct or Corporate Governance Guidelines. The Board will then determine, after consultation with counsel, whether a conflict of interest exists. Directors who have a material personal interest in a particular issue are not allowed to vote on any matters with respect to that issue.

Compensation Committee Interlocks and Insider Participation

Richard A. Navarre, Holly K. Koeppel and James N. Chapman each served on the Personnel and Compensation Committee during all of 2023. None of the directors who served on the Personnel and Compensation Committee during 2023 has been an officer or employee of the Company or had any relationship that is required to be disclosed under Item 404 of Regulation S-K. None of the Company’s executive officers has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of the Board or Personnel and Compensation Committee.

Nomination Process for Election of Directors

The ESG and Nominating Committee has responsibility for assessing the need for new directors to address specific requirements or to fill a vacancy. All candidates must meet the requirements specified in the Company’s Corporate Governance Guidelines. Candidates who meet those requirements and otherwise qualify for membership on the Board are identified, and the committee initiates contact with preferred candidates. The committee regularly reports to the Board on the progress of the committee’s efforts. The committee meets to consider and approve final candidates who are then presented to the Board for consideration and approval. The Chair of the Board or the Chair of the ESG and Nominating Committee may extend an invitation to join the Board.

Stockholder recommendations must be submitted in writing to the Company’s Secretary, and must include information regarding nominees as required under the Company’s Bylaws. Individuals properly recommended by stockholders will receive the same consideration as individuals recommended to the ESG and Nominating Committee through other means.

The Company’s Bylaws include a proxy access provision that allows stockholders who meet the requirements set forth in the Bylaws to include a specified number of director nominees in the Company’s proxy materials.

Communicating with the Board of Directors

Our Board has established procedures intended to facilitate communication by stockholders and interested parties directly with the Board as a whole, any of the Board’s committees, the Chair of the Board, and any other individual director or group of directors, including the Company’s non-employee directors as a whole. Such communications may be confidential or anonymous, and may be reported by phone to the Company’s confidential hotline at 866-519-1881 or by writing to any individual director or group of directors in care of Arch Resources, Inc., One CityPlace Drive, Suite 300, St. Louis, Missouri 63141, Attention: Senior Vice President — Law, General Counsel and Secretary. All such communications are promptly communicated to the Chair, Lead Independent Director, the Chair of the Audit Committee or the Company’s Director of Internal Audit, as appropriate.

 

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ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

Upon the recommendation of the ESG and Nominating Committee, the Board has nominated Pamela R. Butcher, John T. Drexler, Holly Keller Koeppel, Patrick A. Kriegshauser, Paul A. Lang, Richard A. Navarre and Molly P. Zhang (aka Peifang Zhang) for election as directors, each to serve for a term that will expire at the Company’s 2025 annual meeting of stockholders, until a successor is elected and qualified or until their earlier death, resignation or removal.

To the knowledge of the Board, no nominee will be unwilling or unable to serve as a director. All nominees have consented to be named in this Proxy Statement and to serve if elected. If, however, a nominee is unavailable for election, your proxy authorizes the Company to vote for a replacement nominee if the Board names one. As an alternative, the Board may reduce the number of directors to be elected at the Annual Meeting.

Recommendation of the Board

The Board recommends a vote “FOR” each nominee.

 

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ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
(PROPOSAL NO. 2)

Pursuant to Section 14A of the Exchange Act, we are seeking advisory stockholder approval of the compensation of our named executive officers (“NEOs”), or “say-on-pay” vote, as disclosed in the section of this Proxy Statement entitled “Executive Compensation.” Stockholders are being asked to vote on the following advisory resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers of Arch Resources, Inc., as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material).”

The compensation of our NEOs is designed to tie a substantial percentage of each officer’s compensation opportunity to the attainment of financial and other performance measures that the Board believes promote the creation of long-term stockholder value and position the Company for long-term success. As described more fully in the Compensation Discussion and Analysis (“CD&A”), the total mix of compensation that the Company offers its NEOs is designed to enable the Company to attract and retain top talent while, at the same time, creating a close relationship between performance and compensation. The Personnel and Compensation Committee and the Board believe that the design of the program, and as a result, the compensation awarded to NEOs under the program, fulfills this objective.

Stockholders are urged to read the CD&A section of this Proxy Statement, the compensation tables and accompanying narratives, which discuss in detail how our compensation policies and procedures implement our compensation philosophy.

Although the vote on this Proposal No. 2 is non-binding, the Board will review the voting results in connection with its ongoing evaluation of the Company’s compensation program. The final decision on the compensation and benefits of our NEOs remains with the Board.

Recommendation of the Board

The Board recommends a vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers of Arch Resources, Inc., as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material).”

 

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RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(PROPOSAL NO. 3)

Ernst & Young LLP was the Company’s independent registered public accounting firm for 2023. The Audit Committee has appointed Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024. The Audit Committee and the Board are requesting that stockholders ratify this appointment. In the event the stockholders do not ratify the selection of Ernst & Young LLP, the Audit Committee will reconsider its selection. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee believes such a change would be in the Company’s best interests and the best interests of the Company’s stockholders. Representatives of Ernst & Young LLP are expected to be available at the Annual Meeting to make a statement if they desire to do so and to be available to respond to appropriate questions.

Fees Paid to Auditors

The following table sets forth the fees accrued by or paid to Ernst & Young LLP, the Company’s independent registered public accounting firm, for the years ended December 31, 2023 and December 31, 2022:

(1)

Audit fees include fees for professional services rendered by Ernst & Young LLP for the audit of our annual consolidated financial statements and reports on internal control over financial reporting, the review procedures on the consolidated financial statements included in our Forms 10-Q, as well as the statutory audits of our international subsidiaries, and other services related to Securities and Exchange Commission filings.

​

(2)

Audit related fees were paid for assurance and related services not reported under audit fees above.

​

(3)

Tax fees consist of amounts billed for tax compliance matters, tax research assistance, and routine on-call advice.

​

The Audit Committee has adopted an audit and non-audit services pre-approval policy that requires the Audit Committee to pre-approve services to be provided by the Company’s independent registered public accounting firm. The Audit Committee considers whether services to be provided by the independent registered public accounting firm are prohibited by the SEC’s rules on auditor independence and whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service. The Audit Committee is mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve such services. The Audit Committee has delegated to the Chair of the Audit Committee pre-approval authority between committee meetings, and the Chair then reports any pre-approval decisions to the committee at the next regularly scheduled committee meeting. Our Audit Committee has pre-approved all services performed and to be performed by the Company’s independent registered public accounting firm.

Recommendation of the Board

The Board recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

 

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OTHER MATTERS

The Company knows of no other matters to be submitted to the stockholders at the Annual Meeting. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the material elements of compensation paid to each of the following named executive officers of Arch Resources, Inc. (the “named executive officers” or “NEOs”) for fiscal year 2023:

(1)

Includes the following years of service attributable to employment with one or more of our predecessor entities: Mr. Eaves — 15 years, and Mr. Lang — 13 years.

​

(2)

As part of the Company’s long-term succession plan, Mr. Drexler replaced Mr. Lang as the Company’s President in February 2024. Mr. Drexler had previously served as the Company’s Senior Vice President and Chief Operating Officer.

​

Executive Summary

Our compensation program for 2023 was focused on incentivizing our NEOs to create long-term value for our stockholders and other stakeholders. We accomplished the following goals during the year:

Generated our second strongest financial results since the Company’s restructuring in 2016

•

Achieved net income of  $464.0 million, or $24.20 per diluted share, second only to 2022’s record results

​

•

Achieved Adjusted EBITDA of  $714.0 million, second only to 2022’s record results

​

•

Achieved cash flow from operating activities of  $635.4 million, second only to 2022’s record results

​

Augmented and enhanced our already strong financial footing

•

Increased net positive cash position to $178.4 million, nearly doubling our year-end 2022 position

​

•

Reduced total indebtedness by approximately 20 percent to just $142.1 million, bringing the total reduction over the past two years to more than 75 percent

​

•

Streamlined our capital structure via the repurchase of all remaining convertible securities, concurrent with the exercise or expiration of all remaining warrants

​

Generated significant value for stockholders via our robust and carefully structured capital return program

•

Deployed a total of  $354.8 million under this capital return program, inclusive of the recently announced March 2024 dividend

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•

Declared aggregate dividends of  $170.9 million, or $9.20 per share

​

•

Deployed $183.9 million to repurchase shares and avoid future dilution via the settlement of our remaining convertible debt securities

​

•

Reduced our year-end 2023 diluted share count by a total of 1.0 million shares, or 5.1 percent, via these actions

​

•

Increased the total reduction in pro forma diluted share count to 4.3 million shares since the relaunch of the capital return program in February 2022

​

•

Increased to $1.2 billion the total capital deployed in our capital return program since the relaunch in February 2022, and to $2.2 billion inclusive of the program’s first phase from 2017 through 2019

​

Accomplished significant progress in our Asian market expansion strategy for our core metallurgical segment

•

Shipped approximately 40 percent of our metallurgical coal volumes to Asia, reflecting our sharp focus on driving sales volume growth in this fast-growing market segment

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•

Expanded our position in the world’s fastest growing steel markets with the addition of six large, new, growth-focused Asian customers during 2023, laying the foundation for further growth in the future

​

Drove continued progress in our clearly defined strategy of harvesting value and generating cash from our thermal assets

•

Generated $125.5 million in segment-level Adjusted EBITDA from our thermal segment in 2023, while investing just $33.2 million in capital

​

•

Increased the total amount of segment-level Adjusted EBITDA from our thermal segment since emergence in 2016 to nearly $1.4 billion, while investing just $171.8 million — an 8-to-1 ratio

​

Augmented our already significant book of contracts for our thermal segment for 2024 and beyond

•

Finished 2023 in a nearly sold-out position for projected 2024 volumes — at prices well above historical averages — and with a significant book of advantageously priced business for out-years as well

​

Made continued strides in our ongoing strategic pivot towards steel and metallurgical markets by systematically reducing the footprint of our thermal assets in the Powder River Basin

•

Drove forward with the accelerated reclamation work at the Coal Creek thermal mine in the Powder River Basin, where approximately 80 percent of final reclamation work has now been completed

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•

Completed $13.2 million in final reclamation at Black Thunder as we continue to shrink our operating footprint at the operation

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•

Increased the balance in our industry-first thermal mine reclamation fund — created to ensure sufficient cash availability for final reclamation work at our Powder River Basin assets — to $142.3 million, a level that could obviate the need for future contributions given current interest rates

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Demonstrated continuing industry-leading performance on core sustainability metrics

•

Achieved an aggregate lost-time incident rate of 0.55 per 200,000 employee-hours worked across all of our operations in 2023, which was nearly four times better than the industry average

​

•

Completed 519 consecutive days and nearly 1.8 million employee-hours worked without a lost-time incident at the Leer mine, and 329 days and nearly 1.5 million employee-hours worked without a lost-time incident at the Leer South mine — significant accomplishments for such large and complex mines

​

 

25

 

•

Demonstrated industry leadership for environmental compliance once again, with zero SMCRA violations across all of our subsidiary operations, versus an average of 11 by our coal peers

​

•

Recorded zero water quality exceedances against approximately 100,000 parameters measured companywide, for a 100 percent compliance rate, while extending our perfect record in this area to more than four years

​

•

Granted the sole 2023 Excellence in Coal Mining Good Neighbor Award — the U.S. Department of the Interior’s highest honor for community engagement — at our Powder River Basin operations, marking the third time in five years an Arch subsidiary has been so honored

​

•

Achieved Level A verification under the globally recognized Towards Sustainable Mining framework, becoming the first U.S. mine of any type to do so

​

•

Drove forward with $5.5 million in final reclamation work on our shrinking portfolio of legacy idle properties and secured final bond release on an incremental 1,600 acres companywide, raising the two-year total in this area to 5,300 acres

​

2023 Key Compensation Decisions and Actions

Our Personnel and Compensation Committee (“P&C Committee” or “Committee”) takes stockholder feedback, as well as the results of the “say-on-pay” vote, into account when establishing or modifying our compensation program. Over 98.7% of the votes cast at our 2023 annual meeting of stockholders voted to approve our executive compensation programs and policies in the “say-on-pay” vote. We view this as an endorsement of our executive compensation plans and programs. For 2023, our P&C Committee approved enhancements to our compensation plans and programs, as discussed below, to further align compensation with evolving Company strategies and business objectives.

Our key compensation decisions and actions relating to our NEOs’ compensation for 2023 include the following:

•

Adding the production-oriented performance measures of Direct Cash Cost Per Ton to the Annual Incentive Plan. After conducting its annual review and analysis and considering Board member direction, stockholder feedback and the “say-on-pay” voting results as described above, our P&C Committee adjusted the design structure of our annual program to add Direct Cash Cost Per Ton measures for the metallurgical and thermal segments that focus management on driving volume while managing production expenditures. Accordingly, the Committee reduced the weight of the financial-based measures, Adjusted EBITDA and Free Cash Flow.

​

•

Annual Incentive Compensation Plan (“ICP”).

​

Our 2023 budget, strategic financial, and production-oriented objectives, as well as our ongoing commitment to prioritizing the ESG performance measures covering safety and environmental stewardship, were considered when establishing the following metrics for our 2023 ICP design: Adjusted EBITDA (35%), Free Cash Flow (15%), Direct Cash Cost Per Ton for the metallurgical segment (10%), Direct Cash Cost Per Ton for the thermal segment (10%), Safety Incident Rate (15%) and Environmental Compliance (15%).

We have historically included ESG metrics in our ICP. Safety and environmental stewardship are core values of the Company, and we believe are also key to delivering excellence in our operational and financial performance. As reflected in the executive summary above, we are consistently an industry leader in safety and environmental performance year-after-year. As part of its annual review, the P&C Committee closely considers the Company’s strategy and goals relating to climate change and other environmental priorities in setting the environmental performance metrics to include in the annual ICP.

 

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•

Shifting the Weight of Long-Term Incentive Plan (“LTIP”) grant components. To align with feedback from our stockholders and industry practices, the 2023 LTIP awards to our NEOs increased the value of the performance-based restricted stock units from 50% to 60% of the total grant value and reduced the value of the time-based restricted stock units from 50% to 40% of the total grant value. The time-based restricted stock units vest over three years. The performance-based restricted stock units vest based on the relative total shareholder return achievement over a three-year performance period. Relative total shareholder return is measured as compared to the Company’s compensation peer group companies.

​

Overview

Our compensation programs are designed to attract, motivate and retain highly talented executives, while keeping them focused on promoting our strategic objectives. We believe these compensation programs encourage sustained long-term profitability by making a significant portion of each named executive officer’s total direct compensation variable and dependent on our achievement of safety, environmental, financial and production performance. Thus, most of our executives’ total compensation is performance-based and not guaranteed.

The type and amount of compensation for each NEO is determined after considering a variety of factors, including the executive’s position and level of responsibility within our organization, comparative market data and other external market-based factors. The Committee uses this information when establishing compensation in order to achieve a comprehensive package that emphasizes pay-for-performance and is also competitive in the marketplace. For 2023, the pay mix at target for the CEO and other NEOs is displayed below.

(1)

Average of the NEOs, excluding the CEO.

​

 

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The components of the NEO compensation program for 2023 were as follows:

Our Compensation Process

The Committee, with advice and analysis from its independent compensation consulting firm, considers current compensation levels, benchmarking and other data of peer companies, individual and Company performance, long-term career goals, future leadership potential and succession planning, among other factors, in determining appropriate target compensation levels for our NEOs. The Committee does not use a formula to weight these factors, but instead uses these factors to provide context within which to assess the significance of comparative market data and to differentiate the level of target compensation among our NEOs. During 2023, a significant aspect of this process involved evaluating individual pay levels for our NEOs in connection with Company performance and achievements to ensure each NEO’s total compensation package was appropriately aligned with market practice and reflective of the NEO’s responsibilities and internal pay equity.

After the end of the performance period to which a particular incentive award relates, the Committee reviews our performance relative to the applicable performance targets and recommends payouts based on that performance. The Committee generally retains the ability to recommend payouts that are above or below actual performance levels for

 

28

 

the applicable performance period. For purposes of determining the amount of a payout to recommend, the Committee may also consider infrequent or non-recurring items that are not reflective of ongoing operations, the effects of major corporate transactions or other items that the Committee determines, in its judgment, significantly distort the comparability of our actual performance against the performance targets. No such discretionary adjustments were made for 2023.

Annually, the Committee reviews the design of our named executive officer compensation program, including whether the risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company. In doing so, the Committee assesses whether compensation programs used in prior years have successfully achieved our compensation objectives. The Committee also considers the extent to which our compensation program is designed to achieve our long-term financial and operating goals. The Committee has retained the independent compensation consultant referenced below under “Role of Compensation Consultants” to help analyze certain comparative market data. Certain members of management participate in this process by assembling and summarizing data used by the Committee. The Committee and its independent compensation consultant reviewed our compensation policies and practices, and the Committee has determined that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. In 2023, the Company prepared “tally sheets” that summarize the past and present values of each component of each NEO’s total compensation. This tool is available to assist Committee members in the evaluation and approval of changes to compensation.

Role of Compensation Consultants

During 2023, the Committee continued to retain Lyons, Benenson & Company Inc. (“LB”) as an independent compensation consultant to advise on executive compensation matters. LB assisted the Committee in determining the compensation peer group, which is described in more detail below. LB also advised the Committee on competitive compensation practices, mix of compensation elements and comparative market data, which the Committee considered in addressing and determining the appropriate levels of compensation for each NEO relative to the marketplace.

The Committee has reviewed the independence of its independent compensation consultant and has determined that no conflicts of interest exist. The Committee has sole authority to retain or replace the independent compensation consultant. The Committee regularly reviews the performance and independence of its independent compensation consultant, as well as fees paid. A representative of the independent compensation consultant attends Committee meetings, as requested, to serve as a resource on compensation matters. In order to encourage independent review and discussion of compensation matters, the Committee has the authority to, and does meet with such representative in executive session.

Role of Management

Annually, the Committee reviews the performance of our Executive Chair and our Chief Executive Officer and makes recommendations to the Board regarding their compensation. In doing so, the Committee uses information provided by the independent compensation consultant and certain historical financial and operating performance data provided by management. Annually, our Chief Executive Officer reviews the performance of the other NEOs with the Committee and makes recommendations on their base salary, annual cash incentive and long-term incentive opportunities. The Company’s human resources department provides support for this process.

Compensation Peer Group

Each year, the Committee, in consultation with LB, conducts a full review of the appropriateness of our peer group companies after considering other companies in the metallurgical coal and steel markets, the Company’s

 

29

 

Adjusted EBITDA, revenue, employee size, and the acquisitions and bankruptcy filings that have occurred within the peer group during the year. The Committee seeks to maintain as much consistency as possible in the peer group year-over-year. Following a thorough review of the peer group in 2023, no changes to peer companies were made. The 2023 peer group (listed below) consists of 16 companies and has median revenues of approximately $2.85 billion and median market capitalization of approximately $2.93 billion. The Committee recognizes that certain companies in this group generally are larger than the Company under the market capitalization measure; nevertheless, the Committee views this peer group as appropriate in light of the importance it ascribes to providing competitive compensation opportunities that are sufficient to attract and retain the talented executives needed to lead the Company.

When evaluating benchmark data for these peer companies, the median market data is applied to each individual pay component in addition to a total compensation analysis. General industry compensation data is also reviewed by the Committee to provide an additional reference point but is not used to benchmark the amount of total compensation or any specific element of compensation for the NEOs. This data is based on a broad spectrum of public companies (excluding financial services and retail companies) that had median revenues similar to the Company.

The Committee will continue to assess the appropriateness of the peer groups used to benchmark our compensation programs on an annual basis and adds or subtracts members of the peer groups as appropriate.

Human Capital Management

Our people and culture are critical to our long-term success. Our talented workforce is our greatest asset, and we are committed to their training and development. Ensuring an environment of inclusion, diversity and respect is a top priority. Succession planning is a key focus of our Board. Please see the following sections for further discussion of our approach to human capital management: “Our Approach to People — Human Capital Management,” and “Management Succession Planning.”

Evaluation of Stockholder “Say-on-Pay” Vote Results

This year, our stockholders again have the right to cast a non-binding advisory vote to approve the compensation of our NEOs (see “Proposal No. 2 — Advisory Vote to Approve Named Executive Officer Compensation”). As noted above, approximately 98.7% of the votes cast at our 2023 annual meeting of stockholders voted to approve our executive compensation programs and policies. Each year, the Committee considers the outcome of the “say on pay” vote when making decisions relating to the compensation of the named executive officers and our executive compensation program design, structure and policies. The Committee believes that last year’s voting results conveyed our stockholders’ strong support for our compensation programs and conveyed our stockholders’ continued strong support of the philosophy, design and structure of our executive compensation program.

Elements of Our Compensation Program

The Committee believes that our named executive officers, together with our other executives who have an ability to influence the achievement of our financial and operating objectives, should have a higher percentage of total

 

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compensation that is variable and, therefore, subject to greater risk. This provides closer alignment between those executives’ total compensation with the short- and long-term interests of stockholders and other stakeholders.

In order to achieve the compensation objectives established by the Committee, the Company uses the following compensation elements:

•

Base salary;

​

•

Short-term incentive opportunities (the Annual Incentive Compensation Plan — ICP); and

​

•

Long-term incentive opportunities (the Long-Term Incentive Plan — LTIP).

​

In general, as the position and amount of responsibility for an executive increase, a greater percentage of that executive’s total compensation will be variable. Executives with the highest level and amount of responsibility generally have the lowest percentage of their total compensation fixed as base salary and the highest percentage of their total compensation dependent upon our performance, as reflected in short- or long-term incentive awards.

The following table shows the allocation of total target compensation for each NEO for each of the last three years:

(1)

For purposes of determining total compensation, we have included base salary, target annual cash incentives and the value of target long-term incentive awards.

​

Base Salary

We provide each named executive officer with an annual base salary. Base salaries for our named executive officers depend on each executive’s experience and scope of responsibilities, as well as the median market data for comparable job positions at companies within our peer group. We increase base salary primarily in response to notable achievements or for additions in scope of responsibilities. In addition, we may increase base salary to remain competitive in the marketplace.

During 2023, as part of its annual review of executive compensation, the Committee determined the base salaries for our NEOs were aligned with competitive market data for comparable positions at our peer group companies and no adjustments were made. The table below lists the annual base salary amounts for our NEOs in 2022 and 2023.

 

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Annual Incentive Compensation Plan

Overview

The Committee designed the ICP to focus our organization on meeting and exceeding certain annual financial, production and operating objectives by rewarding those key employees with the greatest ability to influence our results.

For 2023, the Committee redesigned the ICP program to add two Direct Cash Cost Per Ton performance measures to focus leadership on driving volume production while also managing production-oriented expenditures. The Direct Cash Cost Per Ton production-oriented performance measures were added with the metallurgical segment representing 10% of the total target award and the thermal segment representing 10% of the total target award. Based on the introduction of these measures, the Committee reduced the weight of the financial performance measures of Adjusted EBITDA and Free Cash Flow from 50% to 35% and from 20% to 15%, respectively. Consistent with prior years and the Company’s commitment to expanding its ESG focus, the Committee maintained safety and environmental metrics as ESG performance measures for the plan, each of which constitute 15% of the total target award. The safety and environmental measures continue to be part of the 2023 plan because these goals reflect our core values.

Early each year, the Committee determines the compensation plan design for the annual cash incentives based on performance from the prior year and the current year budget and targets, as well as other factors. The Committee recommends the annual plan design, as well as the performance targets, to the Board for approval. Annual cash awards contain various incentive levels based on the participant’s accountability and impact on our performance, with target opportunities established as a percentage of base salary based on the median market data. During the executive market review conducted in 2023, none of our NEOs received an adjustment to their target annual cash incentive award opportunity.

The following table shows the target opportunities available to the NEOs as a percentage of their base salaries and the actual payouts as a percentage of their base salaries for each of the last three years:

(1)

The percentages shown for Messrs. Lang, Giljum, and Drexler and Ms. Klein are based on a blended base salary rate, which takes into account the annual base salary for each NEO in effect during the full year, before and after the salary and target adjustments that occurred. No adjustments were made for Mr. Eaves during that year.

​

(2)

The percentages shown for Messrs. Eaves, Lang, and Giljum, and Ms. Klein are based on a blended base salary rate, which takes into account the annual base salary for each NEO in effect during the full year, before and after the salary and target adjustments that occurred. No adjustments were made for Mr. Drexler during that year.

​

 

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The following table shows the performance measures used in the 2023 Annual Incentive Compensation Plan for our NEOs, together with the percentage of the total annual cash incentive grant that such component comprises. Each of the components for the NEOs is described in greater detail below:

We believe that these performance measures align our compensation packages with both stockholder and employee interests by targeting specific performance goals and operational standards. By identifying meaningful performance measures, and by assigning greater weight to certain measures, we are able to more closely align compensation to the achievement of those business objectives over which particular employees have the greatest impact.

If the target level of performance is achieved with respect to a particular performance measure, the applicable payout percentage for that performance measure will equal 100%. Achievement at the threshold performance level results in an applicable payout percentage that varies based on the performance measure, as shown in the table below. If the maximum level of performance is achieved with respect to a particular performance measure, the payout percentage for that measure will equal 200% of target performance. We interpolate payouts under the annual cash incentive awards for performance levels that fall between the threshold, target and maximum performance levels. There is no payout for performance that does not meet the threshold level criteria and there is no payout in excess of the maximum performance level.

(1)

In the event of a work-related fatality at any of our mine locations, there is no payout for the safety incident rate component.

​

Adjusted EBITDA

“Adjusted EBITDA” is determined based on our earnings before interest, taxes, depreciation and amortization, on a consolidated basis in accordance with generally accepted accounting principles, and excludes items such as acquisition-related expenses and amortization of acquired sales contracts. Refer to Annex A for a reconciliation to the most directly comparable GAAP measure. The Committee utilized the budget approved by the Board for 2023 during the annual review process, which included Adjusted EBITDA, and set the “target” level for this performance measure at 100% of budget. The threshold payout value for 2023 was set at 70% of the Adjusted EBITDA budget and the maximum payout value was set at 130% of the Adjusted EBITDA budget. We consider this performance

 

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measure to be difficult to attain and appropriately reflective of our position in the inherently volatile commodities market. The following table shows the threshold, target and maximum levels for the 2023 Annual Incentive Compensation Plan:

Free Cash Flow

“Free Cash Flow” is defined as cash flow from operating activities minus royalty payments and capital expenditures used for maintaining the asset base. Capital spending, if any, applied to new mine development is not deducted from the Free Cash Flow calculation. The Committee utilized the budget approved by the Board during the annual review process, and set the “target” level for this performance measure at 100% of budget. The threshold payout value was set at 70% of the Free Cash Flow budget and the maximum payout value was set at 130% of the budget. We consider this performance measure to be difficult to attain and appropriately reflective of our position in the inherently volatile commodities market. The following table shows the threshold, target and maximum levels for the 2023 Annual Incentive Compensation Plan:

Direct Cash Cost Per Ton

“Direct Cash Cost Per Ton” is based on the budgeted per ton operating costs for the metallurgical and thermal segments, excluding taxes, royalties, DD&A (depreciation, depletion and amortization), change in coal inventory, asset retirement obligation expense and capitalized cost for development activities. This value is divided by tons produced at underground locations and tons stripped for surface locations. This measure does not apply to idle properties. The Committee utilized the budget approved by the Board during the annual review process and set “target” levels for these performance measures at 100% of budget. The threshold values were set at 105% of the Direct Cash Cost Per Ton budgets for the metallurgical and thermal segment budgets, respectively, and the maximum payout levels were set at 95% of the budgets. We consider these performance measures to be difficult to attain and appropriately reflective of our position in the inherently volatile commodities market. The following table shows the threshold, target and maximum levels for the 2023 Annual Incentive Compensation Plan:

ESG Metric — Safety Incident Rate

Safety is an important emphasis for the Company and, the Board believes, each of the Company’s stakeholders. Strong safety performance leads to improved employee performance and lower costs associated with regulatory citations, insurance and litigation matters, which in turn lead to improved operating performance. Because of these factors, the Committee uses Safety Incident Rate as a component of the annual incentive compensation plan. “Safety Incident Rate” is determined based on the Company’s historical performance and is the number of reportable injuries (medical reportable and lost time incidents) per 200,000 man hours. The “target” goal for 2023 was set at the Company’s three-year average, while the threshold and maximum goals were set at 10% higher than the Company’s three-year average

 

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and 10% improvement over the Company’s three-year average, respectively. In addition, there is no payout for this performance measure if there is a work-related fatality during the fiscal year. We consider this performance measure to be difficult to attain and appropriately reflective of the importance of our ongoing ESG initiatives and focus. The following table shows the threshold, target and maximum levels for the 2023 Annual Incentive Compensation Plan:

(1)

In the event of a work-related fatality at any of our mine locations, there is no payout for the safety incident rate component.

​

ESG Metric — Environmental Compliance

Like safety, environmental compliance is an important goal for the Company. Improved environmental compliance can improve the areas in which our employees live and operate, and can reduce long-term costs and expenses associated with fines, remediation issues and litigation matters. The Committee has established an environmental compliance component based on Notices of Violation, or NOVs, received by the Company and its subsidiaries. Due to the Company’s outstanding industry-leading environmental compliance performance, the Committee has established fixed performance levels at threshold, target and maximum that recognize these ongoing achievements. The Committee believes that continuing to use these performance levels for 2023 serves as an acknowledgement that management has set the standard for environmental compliance, while motivating continued performance by management in this regard. We consider this performance measure to be difficult to attain and appropriately reflective of the importance of our ongoing ESG initiatives and focus. The following table shows the threshold, target and maximum levels for the 2023 Annual Incentive Compensation Plan:

2023 Payout Under the Annual Incentive Compensation Plan

In early 2024, the Committee evaluated the levels of achievement of the various performance measures for 2023 and made the following determinations:

Based on the actual performance as set forth above, the cumulative amounts listed below were earned under the 2023 Annual Incentive Compensation Plan for the Company’s 2023 performance.

 

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Long-Term Incentive Plan

Overview

The Committee designed our long-term incentive plan to promote decision-making that creates long-term value for our stockholders and other stakeholders. The Committee believes that an effective LTIP should also create strong retention incentives for those key employees who are most likely to influence our long-term performance.

Our long-term incentive plan is comprised entirely of restricted stock units that had in prior years been equally weighted between time-based and performance-based awards. For 2023, the Committee increased the weighting of our performance-based awards to 60% and reduced the weighting of our time-based awards to 40%. LTIP awards contain various incentive levels based on the participant’s accountability and potential influence on our performance, with target opportunities established as a percentage of base salary based on the median market data.

2023 Annual Grants

For 2023, in accordance with the Company’s capital return focus, it was determined that relative total shareholder return would again be the sole performance measure for the 2023 performance-based restricted stock unit awards to the executive team and will be measured based on performance over the next three-year measurement period.

The following table sets forth the LTIP award targets and number of restricted stock units (“RSUs”) granted to each NEO in 2023.

(1)

The number of RSU awards granted to each NEO were determined based upon the 20-day volume weighted average price (“VWAP”) of a share of our common stock prior to and including February 9, 2023, the date of grant.

​

The time-based RSU awards vest in three equal installments on the first three anniversaries of the grant date. The performance-based RSU award is earned based on a three-year performance period from January 1, 2023 to December 31, 2025 based on TSR relative to the Company’s compensation peer group.

For the relative TSR measure, the performance-based RSUs will be eligible to vest based on the Company’s TSR over the three-year performance period compared to the Company’s compensation peer group described above, with the exception of Denbury, Inc., that was included in the peer group at the time of grant but has been removed due to its

 

36

 

acquisition in November 2023. The TSR calculation will be based on a “point-to-point” approach using the 30 calendar-day average of the closing price per share of the Company or a member of the peer group, as applicable, at the beginning and end of the performance period, with the value of dividends paid during the performance period included. In the event that our TSR is negative, the payout is capped at target, regardless of peer group performance. If a peer company declares bankruptcy or is delisted during the performance period, the calculation for that company is considered -100%. In the instance of a merger or acquisition of a peer company during the performance period, the company would be removed from the peer group.

If the target level of performance is achieved, the payout percentage will equal 100%. Achievement at the threshold performance level will result in a payout at 50% of target performance and achievement at the maximum performance level will result in a payout at 200% of target performance. We interpolate payouts for performance levels that fall between the stated performance levels. There is no payout for performance that does not meet the threshold level and there is no payout in excess of the maximum performance level. In setting the performance levels for the performance-based RSUs, the Committee remained committed to establishing rigorous goals to ensure alignment with executive pay and stockholder interests and considers these performance levels to be difficult to attain and appropriately aligned with stockholder interests. The following table shows the performance levels for the 2023 LTIP:

Other Benefits

No Executive Perquisites — We do not provide any executive perquisites to our NEOs.

Participation in Benefit Plans and Other Compensation Arrangements — Each of our NEOs is eligible to participate in the same health and welfare plans as our other eligible employees. These plans include medical, dental and vision coverage, life, travel and accidental death and dismemberment insurance, short- and long-term disability coverage, and a 401(k) plan. The qualified defined benefit pension plan (which was frozen at the end of 2014) was terminated in 2022 and paid out in 2023. We do not sponsor a supplemental retirement plan or non-qualified deferred compensation plan.

Change in Control Agreements — To provide our NEOs with some financial security in the event their employment with our organization is terminated without cause or under certain circumstances following a change in control, we provide the executives with change in control agreements that provide for cash payments and certain other severance benefits upon a qualifying termination. As a condition to receiving payments under the change in control agreements, the NEO is required to execute a waiver of claims against us and abide by certain non-disclosure, non-competition and non-solicitation requirements. We believe that the change in control agreements provide a meaningful mechanism by which to retain those individuals who are most capable of affecting our future performance. For more information about the change in control agreements with our NEOs, see “Potential Payments upon Termination of Employment or Change in Control” below.

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines which are intended to promote meaningful stock ownership by our NEOs. The Personnel and Compensation Committee of our Board reviews the guidelines on a regular basis and makes recommendations to our Board on adjustments, if any, to required threshold levels and considers best practices as part of that review process. Our current stock ownership guidelines specify a number of shares of our common stock, including unvested time-based RSUs, that our NEOs must accumulate within the later of five years

 

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of the implementation of the guidelines or their first receiving an equity grant in such position. All of our NEOs currently satisfy the required threshold. The specific stock ownership guidelines are determined based on a multiple of base salary, as follows:

Clawback Policy

The Company has adopted a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding listing standards of the New York Stock Exchange. This policy provides for the mandatory recovery (subject to limited exceptions) from current and former officers of incentive-based compensation that was erroneously received during the three years preceding the date that the Company is required to prepare an accounting restatement. Covered restatements include both a restatement to correct an error that is material to previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure.

Anti-Hedging and Anti-Pledging Policy

Each of our directors and employees, including our NEOs, is subject to the terms of our securities trading policies. Those policies prohibit entering into hedging transactions involving our stock, including trading in or writing “puts” and “calls” or engaging in “prepaid variable forward contracts,” “equity swaps,” “collars,” “exchange funds,” “short sales,” “margining” or any financial instruments or other action designed to hedge or offset or speculate on any change in the value of the Company’s stock. Those policies also prohibit NEOs and directors from pledging any Company securities.

Impact of Section 162(m) on Compensation

Section 162(m) of the Code places a limit of  $1,000,000 per person on the amount of compensation that a public company may deduct in any year with respect to certain current or former executive officers. The Committee believes that stockholder interests are best served by not restricting the Committee’s flexibility in structuring compensation plans, even though such plans may result in non-deductible compensation expenses. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes.

 

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2023 Summary Compensation Table

The following table is a summary of compensation information for our NEOs for the fiscal year ended December 31, 2023:

(1)

Amounts shown represent the aggregate grant date fair value of all stock awards made to each NEO during the year indicated. We have determined the grant date fair value in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The determination of the grant date fair value is subject to certain estimates and assumptions described in Note 15, Stock-Based Compensation and Other Incentive Plans, to our consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K for the year ended December 31, 2023. The actual value, if any, that the NEOs will realize from the stock awards is a function of a value of the underlying shares if and when the awards vest and, for performance-based awards, the level of attainment of the applicable performance goal.

​

Amounts for the performance-based RSU awards were calculated based on the probable outcome of the performance condition as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. For these amounts, see the “Grant Date Fair Value of Stock and Option Awards” column of the “Grants of Plan Based Awards for the Year Ended December 31, 2023” table below. For 2023, the following are the values of the performance-based awards as of the grant date assuming attainment of the maximum level of performance: Mr. Eaves — $2,126,518; Mr. Lang — $5,703,838; Mr. Giljum — $2,047,022; Mr. Drexler — $3,040,722; Ms. Klein — $1,848,282.

(2)

Amounts shown for 2023 reflect matching contributions under our 401(k) plan for all named executive officers.

​

(3)

As part of the Company’s long-term succession plan, Mr. Drexler replaced Mr. Lang as the Company’s President in February 2024. Mr. Drexler had previously served as the Company’s Senior Vice President and Chief Operating Officer.

​

 

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Grants of Plan-Based Awards for the Year Ended December 31, 2023

The following table shows information relating to the grants of certain equity and non-equity awards made to the NEOs during 2023.

(1)

Amounts for each NEO represent the potential amounts payable to the NEO under the annual cash incentive award plan for 2023 assuming threshold, target and maximum levels of performance. Amounts paid to each NEO under our annual cash incentive awards for 2023 have been included under the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table.

​

(2)

Amounts represent the performance-based RSU awards, which are scheduled to vest between 0% and 200% of the number of shares shown in the “Target” sub-column based on attainment of specified relative TSR performance goals during the three-year performance period. If the threshold performance level is not attained, the awards will be forfeited. The amounts in the “Threshold” sub-column reflect 50% of the shares shown in the “Target” sub-column that will vest on attainment of the threshold performance level for the performance metric. The amounts in the “Maximum” sub-column reflect 200% of the shares shown in the “Target” sub-column that will vest on attainment of the maximum performance level. See the information under the heading “Elements of Our Compensation Program” in the sub-section entitled “Compensation Discussion and Analysis” for more information about these performance-based RSU awards.

​

(3)

Amounts for the time-based RSU awards represent their aggregate grant date fair values, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

​

Amounts for the performance-based RSU awards were calculated based on the probable outcome of the performance goal as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. For the values of these awards, assuming attainment of the maximum level of performance, see footnote 2 to the “2023 Summary Compensation Table” above. The actual value, if any, that each NEO will realize for these performance-based RSU awards is a function of the value of the shares if and when the awards vest.

For additional information on how we account for equity-based compensation, see Note 15 to our consolidated financial statements for the year ended December 31, 2023 and under the heading “Stock-Based Compensation” in the section entitled “Critical Accounting Policies” included in our Annual Report on Form 10-K for the year ended December 31, 2023.

(4)

Amounts represent the number of shares underlying the time-based RSU awards, which are scheduled to vest as to 33.33% on February 9, 2024, 33.33% on February 9, 2025 and 33.34% on February 9, 2026.

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(5)

Amounts represent the number of shares underlying the performance-based RSU awards based on the level of attainment of the performance goals during the three-year performance period ending on December 31, 2025.

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Outstanding Equity Awards at December 31, 2023

The following table shows information relating to the equity awards previously granted to our NEOs that were outstanding as of December 31, 2023. Stock options are not part of the Company’s LTIP: accordingly, our NEOs did not hold any stock options as of December 31, 2023.