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SEC Filings

ARCH COAL INC filed this Form DEF 14A on 03/18/2019
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        The following table sets forth 2018 compensation for each director (other than Mr. Eaves).

  Fees Earned
or Paid in
Cash ($)(1)
  Total ($)  

James N. Chapman

  $ 165,000   $ 175,000   $ 340,000  

Patrick J. Bartels, Jr.(3)

  $ 120,000   $ 125,000   $ 245,000  

Sherman K. Edmiston III

  $ 115,000   $ 125,000   $ 240,000  

Patrick A. Kriegshauser

  $ 125,000   $ 125,000   $ 250,000  

Richard A. Navarre(4)

  $ 118,332   $ 125,000   $ 243,332  

Scott D. Vogel(5)

  $ 110,000   $ 125,000   $ 235,000  

Reflects the annual cash retainer earned by each director for 2018. The retainer is paid monthly in arrears.

Amounts represent the aggregate grant date fair value of the restricted stock unit portion of the non-employee director annual retainer granted under the Arch Coal, Inc. 2016 Omnibus Incentive Plan. We have determined the grant date fair value in accordance with FASB ASC Topic 718. The determination of the grant date fair value is subject to certain estimates and assumptions described in Note 19, Stock Based Compensation and Other Incentive Plans, to our consolidated financial statements for the year ended December 31, 2018 contained in our Annual Report on Form 10-K.

The aggregate number of shares of restricted stock units held by directors as of December 31, 2018 was: Mr. Chapman: 4,150; Mr. Bartels: 1,450; Mr. Edmiston: 2,950; Mr. Kriegshauser: 2,950; Mr. Navarre: 2,950; and Mr. Vogel: 2,950.

Mr. Bartels served as a managing principal at Monarch Alternative Capital LP, which is one of the Company's largest stockholders, until December 1, 2018. While employed by Monarch, Mr. Bartels elected to have his compensation paid directly to Monarch. Accordingly, $110,000 of Mr. Bartel's cash retainer for 2018 was paid to Monarch and $10,000 was paid to Mr. Bartels. Mr. Bartels received his 2018 RSU award on December 4, 2018.

Mr. Navarre joined the Nominating and Corporate Governance Committee on May 1, 2018; therefore, his cash retainer has been prorated for that additional amount.

Mr. Vogel is not standing for re-election at the Annual Meeting.

        Stock Ownership Guidelines.    In order to align the interests of our non-employee directors with the long-term interests of our stockholders, the Board has adopted stock ownership guidelines for non-employee directors. Each newly elected non-employee director is expected to satisfy this goal within five years of becoming a director.

        Under the guidelines, each non-employee director is required to own a number of shares of our common stock equal in value to three times the value of the annual retainer. Each non-employee director's ownership is reviewed annually, with each share of common stock held by a non-employee director being valued at the Company's average closing price for the 90 days prior to the measurement date. In the event that a non-employee director does not meet the applicable guideline at any time after the initial five-year period, the director is required to hold a minimum of 67% of the net shares resulting from any future vesting of restricted stock or restricted stock units until the guideline is met.


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