EXECUTIVE COMPENSATION
INFORMATION | Compensation Discussion and Analysis
Our Compensation Committee and Management Roles. Our
Compensation Committee requests that the CEO be present at committee meetings where compensation and corporate performance are discussed and evaluated. The CEO is encouraged to provide insight, suggestions or recommendations regarding executive
compensation if present during these meetings or at other times. However, only independent committee members are allowed to vote on decisions made regarding executive compensation. In making its determinations with respect to executive compensation,
the committee is supported by CEIXs Chief Administrative Officer, its General Counsel and Mercer, the committees independent compensation consultant. While the committee meets with the CEO to discuss his own compensation package,
ultimately, decisions regarding the CEOs compensation are made by the committee in executive session without the CEO or any other executive officer present, solely based upon the committees deliberations. Decisions regarding other NEOs
who report directly to the CEO are also made by the committee (or Board, in the case of equity grants, absent a delegation to the committee or CEO) after considering recommendations from the CEO, Mercer and the Chief Administrative Officer.
CEIX Compensation Consultant. Our Compensation Committee retained Mercer as an independent compensation
consultant directly, although in carrying out its assignments, Mercer also interacts with CEIX management when necessary and appropriate. Specifically, the Chief Administrative Officer, responsible for Human Resources matters, including executive
compensation, interacts with the consultant to provide compensation data, best practices data, and executive compensation trends. In addition, Mercer may, in its discretion, seek input and feedback from executives regarding its consulting work
product prior to the presentation to the Compensation Committee to ensure alignment with CEIXs business strategy, to determine that additional data may need to be gathered, or to identify other issues, if any, prior to the presentation to the
Compensation Committee. Annually, the Compensation Committee reviews with management the independence of any compensation consultant it retains. In February 2022, the Compensation Committee conducted an independence review of Mercer by analyzing the
factors mandated by the listing standards of the New York Stock Exchange and concluded that there were no conflicts of interest arising from Mercers work. In 2021, CEIX paid Mercer $41,660 in connection with its work providing executive
compensation consulting to the Compensation Committee.
Besides Mercers involvement with the Compensation Committee, it and its affiliates
also provide other nonexecutive compensation services to us. Neither the Board nor the Compensation Committee reviewed or approved these other services, as these other services were approved by management in the ordinary course of business. The
total amount paid for these other services provided in 2021 was $5,052,914, consisting of $2,657,015 paid to Mercer for health and wealth consulting services and $2,395,899 paid to Mercers parent company, Marsh & McLennan Companies,
for property/casualty insurance consulting and brokerage services. The Compensation Committee determined that the other services provided did not raise any conflicts of interest.
2021 Compensation Actions and Programs in Effect
2021 Peer Group. The Compensation Committee selected the following 12 publicly-traded companies (the
Peer Group) based on the recommendation of Mercer, which includes companies in the coal and energy industry similar in revenue size to CEIX and with industry and business characteristics comparable to CEIX in terms of revenue and market
cap and with whom we compete for talent. The Compensation Committee does not target a particular percentile within the Peer Group in setting an NEOs compensation, but uses the Peer Group compensation data as one of several reference points in
determining the form and amount of compensation. The Compensation Committee also uses general industry competitive market data to evaluate our NEO total compensation packages.
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Alliance Resources Partners, L.P. |
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Louisiana-Pacific Corporation |
Arch Resources, Inc. |
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NACCO Industries, Inc. |
Alpha Metallurgical Resources, Inc. |
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Natural Resources Partners L.P. |
Cleveland-Cliffs Inc. |
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Peabody Energy Corporation |
Compass Minerals International, Inc. |
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SunCoke Energy, Inc. |
Hallador Energy Company |
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Warrior Met Coal, Inc. |
Base Salaries. In January 2022, Mercer presented to the Compensation Committee
its review of the compensation of our NEOs. Based on this review, the Compensation Committee determined to increase the base salaries for Mr. Thakkar, Mr. Salvatori, Ms. Wiegand and Mr. Rothka to align their base salaries with
appropriate comparable levels of peer companies or comparable positions with other similar companies and also to adjust for internal pay
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2022 Proxy Statement |