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SEC Filings

DEF 14A
ARCH COAL INC filed this Form DEF 14A on 03/18/2019
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DIRECTOR COMPENSATION

        Our director compensation program is designed to compensate our non-employee directors for the amount of work required for a company of our size and scope and to align the interests of our non-employee directors with the long-term interests of our stockholders and other stakeholders.

        The Committee annually reviews the compensation structure and amounts for our non-employee directors. From time to time, the Committee engages a compensation consultant to provide survey or proxy benchmarking data on the structure and amount of director compensation for the Company's peer group. During 2018, the Committee retained LB to conduct such a benchmarking analysis. Based upon the analysis and guidance from LB, the Committee recommended that the Board not make any changes to the Company's director compensation program. The Committee believes the amount of compensation provided is reasonable for the amount of work required by our non-employee directors, and the elements of this program align the interests of our non-employee directors with the long-term interests of our stockholders.

        Compensation of Our Board.    The compensation structure for our non-employee directors for 2018 is set forth below:

Annual Board Retainers

Independent Board Member annual retainer

  $ 100,000  

Additional retainer — Independent Chairman of the Board

  $ 40,000  

Additional retainer — Chairman of the Audit Committee

  $ 25,000  

Additional retainer — Member of the Audit Committee

  $ 15,000  

Additional retainer — Chairman of the Personnel and Compensation Committee

  $ 15,000  

Additional retainer — Member of the Personnel and Compensation Committee

  $ 10,000  

Additional retainer — Chairman of the Nominating Committee

  $ 10,000  

Additional retainer — Member of the Nominating Committee

  $ 5,000  

Chairman equity grant(1)

  $ 175,000  

Non-Chairman equity grant(1)

  $ 125,000  

(1)
Represents an award of restricted stock units with respect to a number of shares of our common stock that is determined by dividing this dollar amount by the fair market value of a share on the grant date. The award vests in full on the earlier of (i) the first anniversary of the grant date, (ii) the date of the non-employee director's termination of service due to death or disability and (iii) the date of a change of control; provided, that a prorated portion of award shall vest in the event of the non-employee director's termination of service by the Company without cause or by the non-employee director for any or no reason. Vested shares are settled and delivered on the earlier of the third anniversary of the date of the director's separation of service from the Board or the date of a change of control.

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