AMR Alpha Metallurgical Resources Inc

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April 4, 2025

Dear Fellow Stockholder:

It is our pleasure to invite you to attend the 2025 annual meeting of stockholders of Alpha Metallurgical Resources, Inc. The annual meeting will be held via interactive webcast on Wednesday, May 7, 2025, at 10:00 a.m., Eastern Time. To join the meeting webcast, go to www.VirtualShareholderMeeting.com/AMR2025 shortly before the meeting time and follow the instructions. Your board of directors and management team look forward to hearing from you at the meeting.

During the meeting, you will be asked to elect the board of directors, to participate in an advisory vote to approve our executive compensation as disclosed in the proxy statement for the meeting (“Say on Pay”), to participate in an advisory vote regarding the interval between Say on Pay votes and to ratify the selection of RSM US LLP as our independent registered public accounting firm for 2025. These matters are important, and we urge you to vote in favor of each of these proposals. To familiarize yourself with these matters, please review the proxy statement, proxy card and 2024 Annual Report that accompany this letter.

Regardless of the number of Alpha shares that you own, it is important that you vote your shares during the meeting or by proxy. You will find the instructions for voting in the accompanying proxy materials.

We appreciate your prompt attention, and we thank you for your ongoing support.

To the Stockholders of Alpha Metallurgical Resources, Inc.:

NOTICE IS HEREBY GIVEN that Alpha Metallurgical Resources, Inc.’s (“Alpha” or the “Company”) 2025 annual meeting of stockholders will be held via an interactive webcast at 10:00 a.m. Eastern time on Wednesday, May 7, 2025 (the “Annual Meeting”).

Note that the terms “Alpha,” “the Company,” “we,” “our,” “us,” and similar terms refer to Alpha Metallurgical Resources, Inc. and its board of directors and management, as appropriate.

At the Annual Meeting, we will ask stockholders to consider and vote upon the following matters:

We will also address any other proper business that may arise and we will offer reasonable time for your comments and questions.

Only Alpha common stockholders of record at the close of business on March 10, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. As of that day, there were 13,052,684 common shares outstanding. For ten days prior to the Annual Meeting, a list of stockholders entitled to vote at the Annual Meeting will be available for inspection at Alpha’s corporate offices located at 340 Martin Luther King, Jr. Blvd., Bristol, Tennessee 37620.

Your vote is very important. If you are unable to attend the meeting, we urge you to vote by proxy by following the instructions in the accompanying proxy statement and proxy card.

 

The board of directors of Alpha Metallurgical Resources, Inc. (“Alpha” or the “Company”) is soliciting proxies to be voted on the stockholders’ behalf at the 2025 annual meeting of stockholders (the “Annual Meeting”). This document includes information about the proposals to be voted upon at the Annual Meeting.

Beginning on or about April 4, 2025, the Company first sent the notice of the Annual Meeting and this proxy statement (together, this “Proxy Statement”) and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) to all stockholders entitled to vote at the Annual Meeting.

Alpha is led by Andy Eidson, our chief executive officer. The following persons comprise the Company’s executive team.

All of the Company’s directors are elected annually. The board of directors currently has six members, all of whom have been nominated to stand for re-election at the Annual Meeting for a one-year term. For additional information about each director’s skills and experience, please see “Director Experience”. For information about the board committees on which each director serves, please see “Committee Membership”.

The following table sets forth the key skills and attributes possessed by the director nominees and the tenure of each on the Company’s board as of the date of the Annual Meeting.

 

Under the NYSE rules and, with respect to the audit committee under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and rules adopted under the Exchange Act, we are required to, and do, have a majority of independent directors, as all of our directors are independent other than our chief executive officer, Mr. Eidson. Only independent directors serve on each of our audit, compensation and nominating and corporate governance committees. As more fully described below, our safety, health and environmental committee must be, and is, composed of at least a majority of independent directors pursuant to the committee’s charter.

Our board of directors undertook an annual review of director and director nominee independence in February 2025. The purpose of this review was to determine whether any relationships or transactions involving non-management director nominees, their family members and affiliates were inconsistent with a determination that the director nominee is independent under the independence standards set forth in the NYSE rules and our Corporate Governance Guidelines and, with respect to audit and compensation committee members and nominees, under the independence standards for audit and compensation committee members adopted by the NYSE as required by SEC rules. Based on that review, our board of directors has determined that each of the non-management director nominees qualifies as “independent” under the independence standards set forth in the NYSE rules and each audit and compensation committee member qualifies as “independent” under the independence standards for audit and compensation committee members adopted by the NYSE as required by SEC rules.

In connection with each of the quarterly meetings of the board of directors, the non-management directors meet in executive session without any members of management present. If at a given time there are any non-management directors who are not independent, the independent directors also regularly meet separately. If the board of directors convenes a special meeting, the non-management directors may meet in executive session if the circumstances warrant. The lead independent director, if there is one, presides at executive sessions of the non-management directors.

Our board of directors has four standing committees: (i) an audit committee, (ii) a compensation committee, (iii) a nominating and corporate governance committee and (iv) a safety, health and environmental committee. Although the NYSE rules require only that the board of directors have standing audit, compensation and nominating and corporate governance committees, the board feels that it is important to maintain a safety, health and environmental committee to oversee the Company’s policies and procedures regarding these matters. From time to time, our board of directors may also form special ad hoc committees to which it may delegate certain authority to administer particular duties of the board.

Each of the standing committees acts according to a written charter adopted by the board. Stockholders may obtain a copy of each charter, at no cost, either on our website at investors.alphametresources.com/investors/corporate-governance/governance-documents or upon written request to William L. Phillips III, Senior Vice President, Deputy General Counsel and Assistant Secretary, Alpha Metallurgical Resources, Inc., 340 Martin Luther King, Jr. Blvd., Bristol, Tennessee 37620 (overnight courier) or P.O. Box 848, Bristol, Tennessee 37621 (U.S. mail).

The board of directors held six meetings in 2024, either in person or by telephone. Each currently serving director attended at least 75% of the aggregate of the total number of meetings of the board of directors in 2024 (held during the periods for which he or she served as a director) and the total number of meetings held by each committee on which he or she served in 2024 (during the period that he or she served). See “Committee Membership” for information regarding the committees on which each of our directors sits and the number of committee meetings held by each committee in 2024.

Under Alpha’s Corporate Governance Guidelines, directors are expected to attend stockholder meetings. All then-serving directors attended the 2024 annual meeting of stockholders. A copy of Alpha’s Corporate Governance Guidelines is available at no cost either through our website at investors.alphametresources.com/investors/corporate-governance/governance-documents or upon written request to William L. Phillips III, Senior Vice President, Deputy General Counsel and Assistant Secretary, Alpha Metallurgical Resources, Inc., 340 Martin Luther King, Jr. Blvd., Bristol, Tennessee 37620 (overnight courier) or P.O. Box 848, Bristol, Tennessee 37621 (U.S. mail).

Mr. Gorzynski is the chair of our board of directors. The chair presides at all meetings of the board and stockholders. In addition, the chair performs such other duties as are prescribed by our governing documents or that may be assigned to him by the board from time to time, including, but not limited to:

Our governing documents permit the roles of chief executive officer and chair of the board to be held by the same person, and this arrangement has occurred at times in the Company’s history. In the event that the chair of the board is not an independent director, however, the board must appoint a lead independent director who has served as a director of the Company for at least one year. The lead independent director has the following duties and powers:

Because our chair, Mr. Gorzynski, is an independent director, the board does not currently have a lead independent director. Before becoming chair, Mr. Gorzynski served as lead independent director.

Each of the board’s standing committees is chaired by an independent director, further helping to ensure a robust role for the board’s independent directors.

Our management team is responsible for the assessment and control of risk at the Company. Under our Corporate Governance Guidelines, our board of directors is charged with evaluating major risks facing Alpha, which are communicated to the board by management, and overseeing that appropriate risk management and control procedures are in place.

Our board of directors has delegated to various of its committees the responsibility for overseeing the management of certain risks. Even when risk oversight has been delegated to a committee, however, the full board maintains oversight of these risks.

In accordance with NYSE rules, the board of directors has delegated to the audit committee oversight of risks related to the integrity of the Company’s financial reporting processes. The audit committee:

The compensation committee regularly assesses whether Alpha’s compensation policies and practices incentivize excessive risk-taking, the nominating and corporate governance committee reviews material governance-related risks, such as those related to director and officer succession, and oversight of risks associated with safety and health and the protection of the environment has been delegated to the safety, health and environmental committee. For more information about the functions and activities of the board’s standing committees, see the section entitled “Board Committees”.

Alpha has adopted a Code of Ethics which applies to all employees (including senior financial employees), officers (including the chief executive officer and chief financial officer) and directors. The Code of Ethics is available at no cost either through Alpha’s website at investors.alphametresources.com/investors/corporate-governance/governance-documents or upon written request to William L. Phillips III, Senior Vice President, Deputy General Counsel and Assistant Secretary, Alpha Metallurgical Resources, Inc., 340 Martin Luther King, Jr. Blvd., Bristol, Tennessee 37620 (overnight courier) or P.O. Box 848, Bristol, Tennessee 37621 (U.S. mail).

The table below identifies the board’s standing committees on which each of the nominees currently sits:

The board’s standing committees meet at scheduled times during the year, typically prior to quarterly board meetings. However, other scheduled meetings may be conducted in person or virtually, depending on the work tasks of the committee. The agendas for meetings are initially prepared by the general counsel in consultation with the committee’s chair and may also be reviewed by the chair of the board, the lead independent director, if there is one, the chief executive officer, and, at times, other legal counsel. To allow committees to make detailed inquiries into matters for which they are responsible, and to assist them in making informed decisions, appropriate members of management and external advisers are typically invited to attend committee meetings. For example, audit committee meetings are generally attended by the chief financial officer, the general counsel, the deputy general counsel for securities and governance and the leader of the Company’s internal audit function, as well as certain other members of management and representatives of the independent auditor. In addition, directors frequently attend meetings of the committees on which they do not serve. Committees also typically conduct executive sessions after each regular meeting and regularly meet privately and individually with key members of management and with the committee’s external advisors such as independent auditors or a compensation consultant.

The actions of each committee are recorded in the minutes of its meetings. Each committee chair reports to the board, as appropriate, regarding the committee’s actions and recommendations.

The number of meetings held by each of the board’s standing committees in 2024 was as follows:

Our board of directors has determined that all current members of the audit committee are financially literate under current listing standards of the NYSE. Further, our board has determined that all current members of the audit committee are independent within the meaning of SEC and NYSE regulations, including the heightened independence requirements applicable to members of audit committees contained in the NYSE rules and as set forth in Rule 10A3-(b)(1) of the Exchange Act, and that each of Ms. Baker de Neufville, Ms. Lombard and Mr. Smith qualifies as an “audit committee financial expert.”

The audit committee assists the board of directors in monitoring the quality, reliability and integrity of our accounting policies and financial statements, overseeing our compliance with legal and regulatory requirements and reviewing the independence, qualifications and performance of our internal and independent auditors. Among other matters enumerated in the audit committee charter, the committee is generally responsible for:

In addition, our disclosure committee, which is composed of senior employees, supports the Company’s chief executive officer, chief financial officer and the audit committee with regard to disclosure controls and procedures and the integrity of its public disclosures.

Our board has determined that all current members of the compensation committee are independent within the meaning of the NYSE rules, including the heightened independence requirements applicable to members of compensation committees contained in the NYSE rules, and qualify as “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act.

The compensation committee is generally responsible for assisting our board of directors in all matters relating to the compensation of our directors and executive officers and overseeing our compliance with legal and regulatory requirements as they relate to matters of compensation. The compensation committee charter sets forth the committee’s role and responsibilities. Among other responsibilities enumerated in its charter, our compensation committee is responsible for:

Our compensation committee is authorized to administer our Management Incentive Plan (the “MIP”) and our 2018 Long-Term Incentive Plan (the “LTIP”) and may delegate its authority thereunder to another committee of the board or to an appropriate officer of Alpha, in accordance with law and the terms of the applicable plan. For example, the LTIP provides our compensation committee the authority to delegate certain of its powers under the plan, relating only to employees who are not executive officers, to our chief executive officer.

In addition, our human resources department and our benefits committee, which is composed of senior employees, support the compensation committee in its work and act pursuant to delegated authority to fulfill various functions in administering the day-to-day aspects of our compensation and benefits plans.

Our compensation committee works with our management team in reviewing compensation matters, as more fully described above and in the section entitled “Compensation Discussion and Analysis”.

As more fully described under “Compensation Discussion and Analysis”, our compensation committee, together with the independent compensation consultant engaged by the committee, conducts an annual review of our overall compensation program for executive officers and directors. With respect to executive officer compensation, our compensation committee reviews, among other items, each of the key components of compensation — base salary, short- and long-term incentives and other compensation and benefit programs — both within Alpha and as compared to peer data, to determine whether each of these components is in line with our compensation philosophy and the Company’s related goals and objectives. Upon the recommendation of our chief executive officer with respect to the compensation of each other executive officer, and, following its review of the findings of our independent compensation consultants, our compensation committee then determines the compensation for all executive officers.

The compensation committee has the authority to directly engage the services of outside advisors, including an independent compensation consultant, to assist the committee with its review of the Company’s executive and director compensation programs. The role of the independent compensation consultant includes, without limitation: (i) reviewing Alpha’s peer group of companies for benchmarking purposes with respect to compensation and performance, (ii) conducting a competitive assessment of each executive’s total direct compensation (e.g., base salary, annual- and long-term incentives), (iii) developing a trends report regarding executive compensation and keeping the compensation committee apprised of regulatory changes and other developments related to executive compensation, (iv) advising the compensation committee regarding annual- and long-term incentive plan design, (v) performing a competitive assessment of non-employee director compensation and (vi) assisting with the preparation of proxy statement disclosures.

In January 2020, the compensation committee retained Meridian Compensation Partners, LLC (“Meridian”) to assist the committee with its review of the Company’s executive and director compensation programs. During 2024, Meridian was the only compensation consultant that had a role in determining or recommending the amount or form of compensation paid to our executives and non-employee directors. To maintain independence from management, Meridian has not provided and will not provide any services to the Company other than services provided to the compensation committee.

Prior to retaining Meridian, the committee reviewed, and on an annual basis reviews, the following with respect to the services provided by Meridian: (i) whether Meridian provided other services to Alpha, (ii) the amount of fees received from the Company by Meridian as a percentage of the total revenue of Meridian, (iii) policies and procedures of Meridian that are designed to prevent conflicts of interest, (iv) any business or personal relationships of the consultants or Meridian with members of the compensation committee or Alpha’s executive officers and (v) any Alpha stock owned by the consultants. In each case, the committee has found that Meridian does not have any such relationships with Alpha or own stock in the Company.

Meridian reports directly to the compensation committee and, with the consent of the committee, coordinates and gathers information from members of management and human resources personnel with which to advise the committee. The work of Meridian for the committee has not presented any conflicts of interest that required the committee’s consideration.

For more information regarding our compensation committee’s processes for determining executive officer compensation and the role of our independent compensation consultants in executive compensation matters, see “Compensation Discussion and Analysis”.

Our board has determined that all current members of the nominating and corporate governance committee are independent within the meaning of the NYSE rules and qualify as “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act.

The nominating and corporate governance committee assists the board in identifying individuals qualified to become board members and executive officers and selecting, and recommending that the board select, director nominees for election to our board and its committees. Our nominating and corporate governance committee is also generally responsible for:

Pursuant to our Corporate Governance Guidelines and the committee’s charter, our nominating and corporate governance committee reviews the qualifications of proposed director nominees to serve on our board and recommends nominees to our board. Our board is ultimately responsible for proposing a slate of nominees to the stockholders for election to the board, using information provided by the committee.

Our board chair, our chief executive officer, members of our nominating and corporate governance committee and other members of our board are sources for the identification of prospective director nominees. Our nominating and corporate governance committee also has authority to retain third-party search firms to identify director candidates. The committee may consider proposed nominees that are identified by stockholders in the manner prescribed by our bylaws (as described below).

Our fourth amended and restated bylaws (as amended and restated, the “Amended Bylaws”) include procedures and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including provisions related to the use of “universal” proxy cards as permitted by the SEC.

Sections 2.10(a) and 2.10(b) of our Amended Bylaws describe the process by which stockholders of the Company may submit director nominations or proposals for other business at an annual or special meeting of stockholders, respectively, at which directors are to be elected.

The procedures for a stockholder to nominate a director or propose other business at an annual meeting of stockholders include, but are not limited to, the following:

Alpha may also require that any proposed director nominee furnish other information as may reasonably be required by the Company to determine the eligibility of the proposed nominee to serve as an independent director of the Company, to serve on any committee of the board of directors or that could otherwise be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of the nominee.

The foregoing summary of our stockholder director nomination and other business proposal procedures is not complete and is qualified in its entirety by reference to the full text of our Amended Bylaws that has been publicly filed with the SEC and is available at no cost at www.sec.gov.

We believe that our board members must have the highest professional and personal ethics and values. Candidates should bring integrity, insight, energy and analytical skills to board deliberations. We recognize that the strength and effectiveness of the board reflects the balance, experience, and diversity of directors, their commitment and, importantly, their ability to work effectively as a group in carrying out their responsibilities. We seek board candidates who are:

We seek candidates who demonstrate an understanding of our short- and long-term goals and objectives and a commitment to enhancing stockholder value. Toward this goal, we believe that our directors should have experience with key matters, including, for example:

Non-management director candidates should generally be free from any relationship with management or Alpha that could create a conflict of interest or compromise their independent judgment. The nominating and corporate governance committee will also consider the length of an existing director’s service on the board and the extent to which a particular director would fill a present or anticipated future need on the board.

Our Corporate Governance Guidelines and the charter of the nominating and corporate governance committee state that the board, in identifying director candidates, will take into account all factors it considers appropriate to assure a strong board, which may include, among other things, diversity in geographic origin, gender, ethnic background and professional experience. Consistent with these documents, the board seeks nominees with distinct professional backgrounds, experience and perspectives so that the board as a whole has the range of skills and viewpoints necessary to fulfill its responsibilities. As part of our annual board self-evaluation process, the board evaluates whether or not the board as a whole has the appropriate mix of skills, experience, backgrounds and diversity in relation to the needs of the Company for the current issues facing the Company.

Our nominating and corporate governance committee periodically reviews with our board of directors and each committee the requisite skills and characteristics of individual directors as well as the composition of our board as a whole. From time to time, we may seek to enhance our board of directors with one or more members who possess a specific area of experience or expertise.

Once our nominating and corporate governance committee has identified a prospective nominee, the committee evaluates the prospective nominee against the standards and qualifications set forth above, as well as any other criteria the committee may consider appropriate.

While our nominating and corporate governance committee has no fixed process for evaluating proposed nominees, the members of the committee generally will review the resume of a proposed nominee and consult the proposed nominee’s personal references. If the committee considers the proposed nominee suitable for consideration, the members of the committee or the committee as a whole will personally interview (and, as appropriate, suggest that other members of our board interview) the proposed nominee. After completing this evaluation, our nominating and corporate governance committee makes a recommendation to the full board as to the persons who should be nominated by our board, and the board determines whether to approve the nominees after considering the recommendation and report of the committee and conducting its own deliberations.

The safety, health and environmental committee provides oversight of the Company’s performance in relation to safety, occupational health and environmental issues, including: (i) reviewing appropriate objectives and policies for the Company relative to the protection of the safety and health of employees, contractors, customers, the public and the environment, (ii) overseeing the Company’s monitoring and enforcement of these policies and related procedures and practices and, in connection with its oversight, assessing reports and other information provided by Company management and any external resources as the committee deems appropriate, (iii) overseeing the Company’s policies and procedures for identifying, assessing, monitoring and managing the principal risks in the Company’s business associated with safety and occupational health and the protection of the environment and, in connection with its oversight, assessing reports and other information provided by Company management and any external resources as the committee deems appropriate, (iv) discussing with management annually the scope, plans and resources for conducting audits of the Company’s safety, health and environmental practices and performance and, at least annually, reviewing significant results of these audits, (v) reviewing the Company’s response to significant safety, health and environmental-related public policy, legislative, regulatory, political and social issues and trends that may affect the business operations, financial performance or public image of the Company or the industry and (vi) performing other duties as assigned to it from time to time by the board.

Although not required by law, the committee’s charter requires that a majority of its members satisfy the independence standards of the NYSE.

Our compensation committee reviews, and makes recommendations to the board of directors regarding, non-employee directors’ compensation and benefits, including cash, equity-based awards and any other compensation. In determining non-employee director compensation, our compensation committee seeks advice from the independent compensation consultant retained by the committee to, among other functions: (i) conduct a competitive assessment of non-employee director compensation compared to competitive practice, (ii) inform the committee of emerging trends in director pay practices and (iii) assess the amount of compensation that is adequate to compensate our directors for their time and effort with respect to board obligations. If, after the annual review of non-employee director compensation by our compensation committee, the committee determines that any changes should be made to the program, it will recommend them to our board for approval.

Pursuant to our Amended and Restated Non-Employee Director Compensation Policy (the “Director Policy”), we currently provide annual compensation to our non-employee directors based on a compensation year from one annual meeting of stockholders to the next (each period, a “Compensation Year”). For the Compensation Year that commenced on May 2, 2024 (the “2024 Compensation Year”), each non-employee director serving at such time received an annual award in the form of stock-settled restricted stock units (“RSUs”) equal to $125,000 divided by the volume-weighted average price (“20-Day VWAP”) of the Company’s common stock as of market close on the 20 trading days ending on the day prior to the grant date, and an annual cash retainer of $100,000. In 2024, Mr. Eidson served as a member of our board as well as chief executive officer, but he did not receive any additional compensation in connection with board service.

Annual cash retainers are paid in quarterly installments, in advance. For any non-employee directors appointed to the board following the commencement of a Compensation Year, the director’s cash retainer will be pro-rated for any partial quarter of service, and the compensation committee will determine in its discretion whether such director will be eligible to receive a full or pro-rated annual RSU award or a special grant of RSUs.

Non-employee directors generally have the opportunity to elect to receive RSUs in lieu of their annual cash retainer or committee compensation. For the 2024 Compensation Year, Messrs. Gorzynski and Courtis and Ms. Baker de Neufville elected to receive RSUs in lieu of the annual cash retainer and committee compensation.

In addition to the annual retainer, non-employee directors are entitled to receive additional cash retainers in connection with service as a non-employee chair of the board, lead independent director or chair or member of committees of our board, as set forth in the following chart.

Non-employee directors’ annual awards are granted pursuant to agreements that generally provide for vesting on the day immediately preceding the first anniversary of the grant date. The awards accelerate and vest in full in connection

with a change in control of Alpha or if the director ceases to serve as a member of our board as a result of a reason other than cause as of a date that is more than six months after the beginning, but prior to the completion of, the applicable Compensation Year. Unvested RSUs and cash amounts are forfeited upon a separation from service for cause.

Annual awards for the 2024 Compensation Year were made on May 2, 2024 for the non-employee directors serving on that date. The awards were comprised of stock-settled RSUs based on the 20-Day VWAP of the Company’s common stock.

We reimburse non-employee directors for travel expenses incurred in connection with attending board, committee and stockholder meetings and for other business-related expenses in accordance with our reimbursement policies, as they may be amended from time to time.

To align our non-employee directors’ and executive officers’ interests with those of our stockholders, the board has adopted stock ownership guidelines applicable to Alpha’s non-employee directors and executive officers (the “Ownership Guidelines”). Generally, non-employee directors must accumulate and maintain equity ownership in Alpha within five years of becoming a director with a value of no less than five times their annual cash retainer (not including meeting fees or committee chair or member compensation). In determining if a non-employee director has satisfied the Ownership Guidelines, all stock and equity interests beneficially owned by the director, or to which the director is otherwise entitled, are taken into consideration, including, without limitation, any unvested equity grants. For purposes of the Ownership Guidelines, equity ownership is measured following the end of each fiscal year of the Company, based on the average daily stock price of our common stock during the December of that fiscal year. As of the end of 2024, all of our non-employee directors were either in compliance with the guidelines or were on track to meet the guidelines within the five-year compliance period. The nominating and corporate governance committee is responsible for the administration and interpretation of the Ownership Guidelines. For a description of the Ownership Guidelines applicable to executive officers, see “Executive Stock Ownership Guidelines”.

The following table sets forth information concerning the compensation paid to our non-employee directors in respect of the fiscal year ended December 31, 2024.

Pursuant to the Company’s Corporate Governance Guidelines, management directors (currently only Mr. Eidson) are required to offer to resign from our board upon their resignation, removal or retirement as an officer of the Company, which resignation may be accepted by our board in its sole discretion. A non-employee director must inform, and offer his or her resignation to, the chair of the nominating and corporate governance committee, the chair of the board and the chief executive officer (if a different person from the chair of the board) in the event of (i) any principal occupation or business association change, including retirement or (ii) any change in circumstances that may cause him or her not to qualify as an independent member of our board under the rules of the NYSE or other applicable regulatory requirements. The nominating and corporate governance committee, with the advice and aid of the foregoing individuals, may make a recommendation to our board, which will then determine whether to accept or reject an offer of resignation.

Stockholders and other interested parties may contact an individual director, the non-management directors or independent directors as a group or the board of directors as a whole by writing to one of the following addresses:

Stockholders and other interested parties should clearly specify in each communication the name of the individual director or group of directors to whom the communication is addressed. Communications from stockholders and other interested parties will be promptly forwarded by the secretary of Alpha to the specified director addressee(s). Communications addressed to the full board of directors or the group of non-management directors will be forwarded by the corporate secretary of Alpha to the chair of the board of directors or the lead independent director, if any, as appropriate. Communications received through this method of delivery that do not indicate a specific recipient will be sent to the full board of directors. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the chair of the audit committee and are handled in accordance with procedures established by the audit committee. Items not related to directors’ duties and responsibilities, including solicitations or advertisements, may be excluded by the secretary.

The audit committee of the Company’s board of directors is currently composed of three non-employee, independent directors. The committee operates under a written charter adopted by the board of directors. The committee charter is available on the Company’s website at: investors.alphametresources.com/investors/corporate-governance/governance-documents.

The Company’s management is responsible for the Company’s financial reporting processes, including the system of internal controls. The independent registered public accounting firm is responsible for performing an audit of the Company’s consolidated financial statements and for issuing an opinion on the conformity of those financial statements with United States generally accepted accounting principles. The independent registered public accounting firm is also responsible for performing an audit of the effectiveness of internal controls over financial reporting and expressing an opinion on internal control over financial reporting. The audit committee oversees the Company’s financial reporting processes on behalf of the board of directors.

In this context, the audit committee has met and held discussions with management, the Company’s internal auditors and the independent registered public accounting firm. Management represented to the audit committee that the Company’s consolidated financial statements for the fiscal year ended December 31, 2024 were prepared in accordance with United States generally accepted accounting principles, and the audit committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The audit committee has also discussed internal control over financial reporting with management and the independent registered public accounting firm. The audit committee discussed with the independent registered public accounting firm matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, regarding the independent accountant’s communications with the audit committee concerning independence, the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements.

In addition, the audit committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent accounting firm’s communications with the audit committee concerning independence and has discussed with the independent registered public accounting firm the firm’s independence from the Company and its management. In concluding that the firm is independent, the audit committee considered, among other factors, whether any non-audit services provided by the firm were compatible with its independence.

The audit committee discussed with the Company’s independent registered public accounting firm and the Company’s internal auditors the overall scope and plans for their respective audits. The audit committee meets with the independent registered public accounting firm at least quarterly, with and without management present, to discuss the results of their audit, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the audit committee recommended to the board of directors, and the board of directors has approved, that the audited consolidated financial statements be included in our 2024 Annual Report. The audit committee approved, and the board of directors ratified, the selection of the Company’s independent registered public accounting firm.

Shelly Lombard, Chair

Joanna Baker de Neufville

Daniel D. Smith

The compensation committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this Proxy Statement with management. Based on its review and discussion with management, the compensation committee recommended to the board that the “Compensation Discussion and Analysis” section be included in this Proxy Statement and our 2024 Annual Report.

Daniel D. Smith, Chair

Kenneth S. Courtis

Michael Gorzynski

Compensation of our named executive officers (“NEOs”) is determined under our compensation program for executive officers. This program is overseen by the compensation committee, which determines the compensation of our executive officers. References in this “Executive Compensation” section to “we,” “us,” “our” and other similar terms refer to Alpha Metallurgical Resources, Inc. and its consolidated subsidiaries, as the context requires.

The following discussion relates to the compensation of our NEOs whose compensation is disclosed in the tables that follow, as well as the overall principles underlying our executive compensation program. Our NEOs for the fiscal year ended December 31, 2024 were:

The discussion below also includes compensation information regarding the following former executive officer:

Our executive compensation program is designed to attract, retain and reward executives who create long-term stockholder value, share our mission and perform in a manner that enables the Company to achieve its strategic goals. Our compensation program provides a market-based total compensation program tied to financial, operating and share performance and aligned with the interests of our stockholders. Our compensation program reflects, reinforces and communicates our commitment to operate safely, responsibly and ethically, and continually strive to improve and deliver quality in everything we do.

In January 2025, the compensation committee determined that, in order to promote the retention of the Company’s executive officers and to otherwise help ensure the stability of the Company’s leadership, it would be in the Company’s best interests to enter into an amended and restated employment agreement with the CEO and to enter into new employment agreements with the Company’s other NEOs.

On January 31, 2025, the Company entered into an amended and restated employment agreement with C. Andrew Eidson (the “CEO Employment Agreement”), pursuant to which Mr. Eidson will continue to serve as chief executive officer of the Company. Also on January 31, 2025, the Company entered into new employment agreements with each of the other currently serving NEOs, including Mr. Munsey, Mr. Whitehead, Mr. Horn and Mr. Manno (collectively, the “Other NEO Employment Agreements” and together with the CEO Employment Agreement, the “NEO Employment Agreements”). The NEO Employment Agreements were effective as of January 31, 2025.

Under the terms of the NEO Employment Agreements, each NEO will serve in his respective capacity through January 31, 2028. Each NEO’s initial 3-year term automatically renews for successive 1-year terms unless terminated by either party with at least 90 days’ written notice to the other party prior to the end of the then current term of the notifying party’s election not to extend the term.

Pursuant to the Employment Agreements, each NEO is entitled to an annual base salary as follows: (i) Mr. Eidson: $1,000,000; (ii) Mr. Whitehead: $750,000; (iii) Mr. Munsey: $550,000; (iv) Mr. Horn: $515,000; and (v) Mr. Manno: $500,000. Any NEO’s annual base salary may be increased from time to time at the sole discretion of the compensation committee. Notwithstanding the foregoing, effective January 1st of each calendar year during an NEO’s term, the NEO’s base salary will be automatically increased by 5%.

During each NEO’s respective term, the NEO will be eligible to receive an annual bonus to the extent earned based on performance against annual performance criteria established by the compensation committee under the AIB Plan. Each NEO’s target and maximum annual bonus opportunities under the AIB Plan, as a percentage of annual base salary, will be, respectively, as follows, in each case subject to applicable performance criteria: (i) Mr. Eidson: 125% and 250%; (ii) Mr. Whitehead: 110% and 220%; (iii) Mr. Munsey: 100% and 200%; (iv) Mr. Horn: 100% and 200%; and (v) Mr. Manno: 100% and 200%.

Each NEO will continue to participate in the Company’s LTIP at a target amount equal to the following percentages of annual base salary in accordance with the terms of the LTIP and any performance criteria established by the compensation committee: (i) Mr. Eidson: 350%; (ii) Mr. Whitehead: 235%; (iii) Mr. Munsey: 200%; (iv) Mr. Horn: 200%; and (v) Mr. Manno: 200%.

The NEO Employment Agreements also contain other customary terms and conditions, including those discussed under “Potential Payments on Termination or Change In Control” in this Proxy Statement, and were filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to our 2024 Annual Report.

The compensation committee is responsible for ensuring that the Company’s executive compensation policies and programs reflect the short- and long-term interests of the Company’s stockholders and are competitive in the markets in which the Company competes for talent. The compensation committee reviews and approves the design of the compensation program, compensation levels and benefit programs for the NEOs. When appropriate, the compensation committee consults with other board committees, such as the safety, health and environmental committee, to determine appropriate performance targets that relate to the Company’s non-financial achievements.

The compensation committee is committed to ensuring that our compensation and benefit programs are aligned with our values and business strategy by reviewing and analyzing the competitiveness of our executive compensation program and our performance. Each key component of compensation (base salary, short- and long-term incentives) is reviewed for both internal equity and, when appropriate comparisons are available, for external competitiveness based on industry peers and published survey data.

At the 2024 Annual Meeting, our stockholders approved the 2023 compensation of our NEOs by approximately 96% of the votes cast. The compensation committee considered this result and, given the strong support for our executive compensation program, did not make any significant changes to our executive compensation program in 2024.

The compensation committee also takes into account external market conditions, such as competition for executives for a particular position, and position-specific factors when approving the total compensation for each NEO. The position-specific factors influencing the compensation levels include largely qualitative factors such as experience, tenure, job performance, contributions to our financial results, scope of responsibilities and the complexity of the position.

As part of our process for establishing executive compensation, our CEO and the human resources department provide information and recommendations to the compensation committee and its compensation consultant regarding compensation program design and appropriate performance metrics. Our CEO reviews the performance of our other NEOs with the compensation committee and makes recommendations to the committee regarding compensation levels and awards for our other NEOs. The compensation committee is responsible for determining the CEO’s compensation following a review of market data provided by our compensation consultant and the committee’s evaluation of the CEO’s performance. Our CEO does not participate in meetings of the compensation committee, or portions thereof, during which the committee discusses the CEO’s compensation.

In 2024, the compensation committee used the services of Meridian, a nationally recognized public company compensation advisor, to advise it on executive and director compensation matters. Meridian reported directly to the compensation committee and, with the consent of the compensation committee, coordinated and gathered from members of management and human resources personnel information with which to advise the compensation committee. The services performed by Meridian in 2024 are further described above under “Compensation Committee - Independent Compensation Consultants”.

Ultimately, decisions about the amount and form of executive compensation are made by the compensation committee alone and may reflect factors and considerations other than the information and advice provided by our compensation consultants or management.

In 2024, the compensation committee, with input from Meridian and members of management, reviewed and revised our public company peer group to be used to assist us in making compensation decisions going forward. The committee considers the peer group data as one of various factors in setting pay levels, and in benchmarking target compensation near or above the peer group median in most cases. The companies selected for the peer group were derived from a group of public companies in the mining, metals and energy industries, considering market capitalization and revenues similar to ours. Our 2024 public company peer group approved by the compensation committee consisted of the following companies:

This peer group was used to inform compensation decisions throughout 2024.

The board of directors believes it is important for our executive officers, including our NEOs, and directors to be owners in the Company to ensure the alignment of their interests with the interests of our stockholders. In August 2019, the board adopted the Ownership Guidelines, pursuant to which the Company’s executive officers are required to hold the equivalent of three times their base salary in our common stock, except in the case of our CEO, who is required to hold five times his base salary in our common stock. Each executive officer has a transition period of five years, beginning at the later of the date (i) of the adoption of the Ownership Guidelines and (ii) an NEO’s appointment to a position subject to the Ownership Guidelines, to meet the requirements set forth in the Ownership Guidelines. Each executive officer may also become subject to an increased ownership level due to a promotion or increase in base salary, in which the executive will remain subject to his then-current ownership level until the earlier of (i) the date on which such ownership level has been fulfilled, and (ii) the date on which that ownership level was scheduled to be met. The executive will be expected to meet the increased ownership level with respect to the amount of any increase in base salary and/or increase in ownership multiple within five years from the effective date of the promotion or increase. In determining if an executive officer has satisfied the Ownership Guidelines, all stock and equity interests beneficially owned by the executive officer, or to which the executive officer is otherwise entitled, are taken into consideration, including certain unvested equity grants. Our NEOs are either in compliance with or are on track to meet the guidelines within the transition period. For further information regarding the Ownership Guidelines, including a description of the terms applicable to non-employee directors, see “Director Stock Ownership Guidelines”.

The 2024 compensation program for our NEOs consisted of four principal elements that support our performance and retention objectives. The compensation earned under certain components may vary significantly based on Company performance. The following chart summarizes the main components of our 2024 executive compensation program and the primary objectives of each component.

As illustrated in the chart below, approximately 81% of Mr. Eidson’s and 75% of our other NEOs’ 2024 target annualized direct compensation was “at risk,” with most of the compensation subject to the achievement of short- and long-term financial or operational performance objectives. The compensation breakdown shown in the chart below reflects annualized target compensation for 2024. We believe that this balance of fixed and variable compensation is consistent with our executive compensation philosophy and maintains a strong link between the NEOs’ compensation and Company performance, motivating executives to deliver strong business performance and, importantly, to create stockholder value.

 

Base salary is the fixed element of each NEO’s annual cash compensation and the foundation upon which other primary elements of compensation are based. The compensation committee awards competitive salaries to assist in attracting and retaining each NEO. Base salaries are reviewed by the compensation committee annually and determined with reference to the median salaries for similarly situated executives and each NEO’s position-specific skills, tenure, experience, responsibility and performance. The chart below summarizes the increase and decrease of each current NEO’s base salary, as applicable.

Year-Over-Year Change in Current NEO Base Salaries

The AIB Plan provides annual cash incentives to our executive officers and other key employees to reward performance, as measured against fundamental company financial and operational goals. During 2024, all NEOs participated in the AIB Plan.

In setting the 2024 AIB Plan target goals, the compensation committee sought to establish challenging but attainable goals, aligned with the company’s strategic objectives, that would motivate and reward the NEOs for strong performance without encouraging excessive risk taking. The committee designed the performance goals to ensure that performance significantly in excess of the target performance goals would be rewarded with above-target payout levels, up to the cap established by the compensation committee.

The table below shows the 2024 performance metrics approved by the compensation committee, the respective weighting of each metric and the performance thresholds for the executives to earn a payout under the AIB Plan. These performance metrics are the same as the metrics used in the 2023, 2022 and 2021 AIB plans. The metrics were intended to align annual incentive compensation for 2024 with the goals and objectives set forth in the Company’s business plan, specifically a focus on safety, environmental compliance and financial performance, especially with respect to costs. If the threshold level of performance for any of our metrics is not achieved, then our executives would receive no payouts under that metric.