Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 6, 2019, the Board of Directors (the “Board”) of Contura Energy, Inc. (the “Company”) approved certain changes to the Company’s executive leadership team recommended by the chief executive officer. Kevin Stanley, the company’s executive vice president and chief commercial officer, and J. Scott Kreutzer, executive vice president and chief strategy officer, will leave their positions on November 15, 2019. In addition, Mark M. Manno, executive vice president, chief administrative and legal officer and secretary, Suzan E. Moore, senior vice president and chief human resources officer and Jill M. Harrison, senior vice president and general counsel, will leave their positions on December 1, 2019.
The departing executive officers participate in the Company’s Key Employee Separation Plan and, in connection with their departures, are each expected to execute a release of claims agreement (the “Release”) that provides, among other matters, for the payment of the severance amounts and benefits set forth in Sections 4.3 and 4.4 of the Key Employee Separation Plan (the “KESP”) after their departures, subject to their compliance with non-competition, non-solicitation and other terms of the KESP.
Also on November 6, 2019, and effective as of December 2, 2019, the Board appointed Roger L. Nicholson as the Company’s executive vice president, general counsel and secretary. Mr. Nicholson is currently a member in the Charleston, West Virginia office of Steptoe & Johnson PLLC, where his practice has been focused on acquisitions, divestitures, financings, and other commercial transactions in the energy industry since 2015. Prior to joining Steptoe & Johnson, Mr. Nicholson was senior vice president, secretary and general counsel of International Coal Group, Inc. from April 2005 through June 2011 and was an executive with Massey Energy Company from June 1995 through April 2002, becoming vice president, secretary and general counsel in 2000. In both roles, he was responsible for all legal functions of the companies, as well as risk management, corporate governance, and securities law compliance, among other things. Prior to those roles, Mr. Nicholson served as in-house counsel with Arch Mineral Corporation (now Arch Coal, Inc.) from 1989 until 1992. Between his various in-house positions, Mr. Nicholson has held positions with various law firms in the Central Appalachian region, including Jackson Kelly. Mr. Nicholson holds a bachelor of arts degree from Georgetown College in Georgetown, Kentucky, and a juris doctor degree from the University of Kentucky College of Law.
In connection with his appointment, the compensation committee of the Board has established Mr. Nicholson’s annual base salary as $450,000. Mr. Nicholson’s annual target and maximum bonus opportunities under the annual Contura Incentive Bonus Plan will be 100% and 200% of his base salary, respectively, subject to applicable performance criteria and plan terms. Mr. Nicholson will be eligible to receive an annual equity award under the Company’s Long Term Incentive Plan with a target award of 200% of his base salary and will participate in the Company’s Key Employee Separation Plan (“KESP”) with a Benefit Factor (as defined in the KESP) of 1.5, or a Benefit Factor of 2 in the event of a Covered Change in Control Termination (as defined in the KESP), in each case subject to the terms of the plan. He is also expected to enter into an indemnification agreement with the Company in the same form as the agreements that the Company has previously executed with each of its directors and executive officers. He will also be entitled to participate in benefit programs generally available to Company employees.
There are no arrangements or understandings between Mr. Nicholson and any other persons pursuant to which he was selected as an officer of the Company, and Mr. Nicholson is not related to any other executive officer or director of the Company. Mr. Nicholson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release of the Company announcing these changes, dated November 8, 2019, is attached to this Current Report on Form 8-K as Exhibit 99.1.