Business Context and Reporting Period
This Form 8-K Current Report was filed by Alpha Metallurgical Resources, Inc. on January 31, 2025. The filing addresses Item 5.02 regarding the appointment of certain officers and their compensatory arrangements. The Company entered into new or amended employment agreements with its Chief Executive Officer and four other executive officers to promote leadership retention and stability.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation terms.
Material Changes
The primary material change is the execution of new employment contracts effective January 31, 2025, for the following executives:
- C. Andrew Eidson: Chief Executive Officer (Amended and Restated Agreement).
- Jason E. Whitehead: President and Chief Operating Officer (New Agreement).
- J. Todd Munsey: Executive Vice President and Chief Financial Officer (New Agreement).
- Daniel E. Horn: Executive Vice President and Chief Commercial Officer (New Agreement).
- Mark M. Manno: Executive Vice President, General Counsel and Secretary (New Agreement).
Each agreement establishes an initial three-year term through January 31, 2028, with automatic one-year renewals unless terminated with 90 days' notice.
Compensation Structure and Terms
The Employment Agreements establish the following compensation components:
Base Salary
- C. Andrew Eidson: $1,000,000
- Jason E. Whitehead: $750,000
- J. Todd Munsey: $550,000
- Daniel E. Horn: $515,000
- Mark M. Manno: $500,000
Base salaries are subject to an automatic 5% increase effective January 1st of each calendar year during the term.
Annual Incentive Bonus (Target/Maximum)
- C. Andrew Eidson: 125% / 250% of base salary
- Jason E. Whitehead: 110% / 220% of base salary
- J. Todd Munsey: 100% / 200% of base salary
- Daniel E. Horn: 100% / 200% of base salary
- Mark M. Manno: 100% / 200% of base salary
Long-Term Incentive Plan (Target)
- C. Andrew Eidson: 350% of base salary
- Jason E. Whitehead: 235% of base salary
- J. Todd Munsey: 200% of base salary
- Daniel E. Horn: 200% of base salary
- Mark M. Manno: 200% of base salary
Severance Provisions
Upon termination without cause or resignation for good reason, executives receive:
- Standard Termination: 2x base salary and 2x target bonus for the CEO; 1.5x base salary and 1.5x target bonus for other executives. Includes prorated bonus, accelerated vesting of time-based equity, and COBRA benefits for up to 18 months.
- Change in Control Termination: Enhanced to 2.5x base salary and 2.5x target bonus for the CEO; 2x base salary and 2x target bonus for other executives. Includes accelerated vesting of performance-based equity deemed met at target.
All executives are subject to a two-year non-compete clause following termination.
Investor Verification Checklist
- Review the full text of Exhibits 10.1 through 10.5 for specific definitions of "Cause," "Good Reason," and "Change in Control."
- Verify the total potential cash and equity payout obligations under the new agreements compared to prior arrangements.
- Assess the impact of the automatic 5% annual salary increases on future operating expenses.
- Confirm the vesting schedules and performance criteria for the Long-Term Incentive Plan referenced in the agreements.