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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 11, 2020, and effective as of such date, the Board of Directors (the “Board”) of Peabody Energy Corporation (the “Company” or “Peabody”) appointed Mark Spurbeck, age 47, to serve as the Company’s Executive Vice President and Chief Financial Officer. Mr. Spurbeck will serve as the Company’s principal financial officer and principal accounting officer in his capacity as Chief Financial Officer. Mr. Spurbeck has served as the Company’s Senior Vice President and Interim Chief Financial Officer since January 6, 2020.
Mr. Spurbeck has more than 20 years of accounting and financial experience. Prior to his role as Senior Vice President and Interim Chief Financial Officer, he served as the Company’s Senior Vice President and Chief Accounting Officer from March 2018 to January 2020. Since joining the Company in March 2018, he has overseen Peabody’s finance, treasury, tax, internal audit, financial reporting and corporate accounting functions. Prior to joining Peabody, Mr. Spurbeck served as Vice President of Finance and Chief Accounting Officer at Coeur Mining, Inc., a diversified precious metals producer, from March 2013 to January 2018. He also previously held multiple financial positions at Newmont Mining Corporation, a leading gold and copper producer, including Group Executive, Assistant Controller. Mr. Spurbeck also previously served in several financial positions at First Data Corporation, a financial services company, and Deloitte LLP, an international accounting, tax and advisory firm. Mr. Spurbeck is a Certified Public Accountant and holds a bachelor’s degree in Accounting from Hillsdale College.
Mr. Spurbeck’s compensation arrangements in connection with his appointment as Executive Vice President and Chief Financial Officer became effective upon his appointment. Mr. Spurbeck is entitled to: (i) an annual base salary of $520,000; (ii) a one-time cash inducement and retention award in the amount of $260,000, equivalent to 50% of the new base salary which shall vest 50% after twelve (12) months from the date of appointment and 50% after eighteen (18) months from the date of appointment, subject to forfeiture in the event of voluntary termination of employment or involuntary termination of employment for cause as defined in the Peabody Energy Corporation Executive Severance Plan; (iii) a short-term incentive compensation (“STIC”) opportunity with a target level of 85% of his base salary and a maximum payout of 170% of his base salary, pursuant to the Peabody Energy Corporation 2017 Incentive Plan (the “Plan”), prorated for fiscal year 2020 based on his positions held; and (iv) a target long-term incentive compensation (“LTIC”) opportunity valued at approximately 200% of his base salary, pursuant to the Plan, inclusive of: (a) an equity grant of 27,200 restricted stock units under the Plan, which restricted stock units will generally vest ratably over a three-year period on each of July 1, 2021, January 2, 2022, and January 2, 2023, subject to Mr. Spurbeck’s continued employment with the Company; and (b) an equity grant of 40,800 performance units under the Plan, with a performance period beginning on January 1, 2020 and ending on December 31, 2022, which performance units will be subject to performance metrics and goals previously approved by the Compensation Committee of the Board (the “Compensation Committee”). Mr. Spurbeck’s performance-based STIC and LTIC payouts will be based upon the achievement of the Company’s performance objectives as approved by the Compensation Committee. In addition, in connection with his appointment as Executive Vice President and Chief Financial Officer, Mr. Spurbeck has entered into the Company’s standard form of participation agreement for executive officers of the Company under the Peabody Energy Corporation 2019 Executive Severance Plan.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Spurbeck and any of the Company’s directors, executive officers, or persons nominated or chosen to become a director or executive officer. There is no arrangement or understanding between Mr. Spurbeck and any other person pursuant to which he was appointed as the Company’s Executive Vice President and Chief Financial Officer. There are no transactions or proposed transactions in which Mr. Spurbeck has any direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.