HALLADOR ENERGY COMPANY

PROXY STATEMENT

TO BE HELD MAY 30, 2024

This Proxy Statement is being furnished by the Board of Directors (the “Board”"Board") of Hallador Energy Company (the “Company”"Company", "Hallador", "we" or "us") to holders of our common stock in connection with the solicitation by the Board of proxies to be voted at the 20182024 Annual Meeting of Shareholders (the “Meeting”(our "Meeting" or “2024 Annual Meeting”).) 

GENERAL MEETING INFORMATION

Date and Location of Meeting

Our Meeting will be held on Wednesday, May 23, 201830, 2024, at 10:3000 a.m. Eastern Daylight Time, at theour offices of Yorktown Partners, LLC, 410 Park Avenue, 19th Floor, New York City, New York 10022, at 1183 East Canvasback Drive, Terre Haute, Indiana 47802, or at such other time and place inif the event that the meetingMeeting is postponed or adjourned. References in this Proxy Statement to the 20182024 Annual Meeting also refer to any adjournments, postponements, or changes in time or location of the meeting,Meeting, to the extent applicable.

Who can attend the Meeting?

We invite all HalladorAll of our shareholders as of the Record Date or their named representatives and membersclose of their immediate familybusiness on April 10, 2024, may attend the 2024 Annual Meeting.

What do I need to do to attend the Meeting.  We reserve the right to limit the number of representatives who may attend.  Meeting?

Proof of ownership, andtogether with valid government-issued photo identification issuch as a driver's license or passport, are required to attend the Meeting.  A recent brokerage statement or a letter from your bank or broker are examples of proof of ownership.  Cameras, recording devices, and other electronic devices are not allowed at the Meeting. 

We ask that you RSVPshareholders or their legal proxy holders who wish to Halladorattend the 2024 Annual Meeting register with Investor Relationsno later than May21, 2024, by May 18, 2018, via email to investorrelations@halladorenergy.com attention Rebecca Palumbo or by telephone to 1-800-839-5506, ext. 316. at (303) 839-5504.

For safety reasons, we will not allow anyone to bring large bags, briefcases, packages, or other similar items into the Meeting, or to record or photograph the Meeting.

What is the purpose of the Meeting?

At the Meeting, our shareholders will act upon the matters outlined in the “Notice"Notice of Annual Meeting”,Meeting," which appears on the cover page of this Proxy Statement, includingincluding:

DELIVERY OF THE PROXY MATERIALS

Mailing Date

On or about April 9, 2018,19, 2024 we mailed a Notice of Internet Availability of Proxy Materials (the “Notice"Notice of Availability”Availability") to our shareholders containing instructions on how to access the proxy materials and submit your proxy online. We have made these proxy materials available to you over the Internet or, upon your request, have delivered paper copies of these materials to you by mail, in connection with the solicitation of proxies by the Board for the 2018 Annual Meeting.

Shareholders Sharing an Address

Registered Shareholders—Each registeredrecord shareholder (meaning you own shares in your name on the books of our transfer agent, Computershare Trust Company, N.A.) will receive one Notice of Availability, regardless of whether you have the same address as another registeredrecord shareholder.

Street Name Shareholders—If youryou own shares are held in “street name”"street name" (that is, in the name of a bank, broker, or otheranother holder of record), applicable rules permit brokerage firms and our company,Company, under certain circumstances, to send one Notice of Availability to multiple shareholders who share the same address. This practice is known as “householding.”"householding."  Householding saves printing and postage costs by reducing duplicate mailings. If you hold your shares through a broker, you may have consented to reducingreduce the number of copies of materials delivered to your address. If you wish to revoke a “householding”"householding" consent you previously provided to a broker, you must contact that broker to revoke your consent. If your household is receiving multiple copies of the Notice of Availability and you wish to request delivery of a single copy, you should contact your broker directly.

VOTING INFORMATION

VOTING INFORMATION

Who is entitled to vote?

Only shareholders of record at the close of business on March 29, 2018April 10, 2024, (the “Record Date”"Record Date"), are entitled to receive notice of the Meeting and to vote the shares of common stock of the Company (“("Common Stock”Stock").  The holders of the Common Stock may vote on all matters presented at the Meeting and will vote together as a class.  Each outstanding share of Common Stock entitles the holder to one vote.  As of the Record Date, there were 29,955,71336,532,019 shares of Common Stock outstanding.

As of the Record Date, the Company's officers and directors are the record and beneficial owners of a total of 13,502,21811,799,336 shares (45.1%(32.30%) of the Company's outstanding common stock.Common Stock. Management intends to vote all of its shares in the manner recommended by the Board for each matter to be considered by the shareholders.

What constitutes a quorum?

One-third of the outstanding common shares of Common Stock entitled to vote, represented in person or by proxy, constitutes a quorum for the Meeting. 

Is my vote confidential?

Yes. All proxies, ballots, and vote tabulations that identify how individual shareholders voted will be kept confidential and will not be disclosed to our directors, officers, or employees, except in limited circumstances, including:

How do I vote?

OurShareholders of record may vote using one of the following methods:

The Notice of Availability provides instructions on how to access your proxy, materialswhich contains instructions on how to vote via the Internet or by telephone. For shareholders who request to receive a paper proxy card in the mail, instructions for voting via the Internet, by telephone, or by mail are availableset forth on the proxy card.

If you hold shares in "street name", the organization holding your account is considered the shareholders of record for purposes of voting at the Meeting. The shareholder of record will provide you with instructions on how to vote your shares. Internet and telephone voting will be offered to shareholders onowning shares through most brokerage firms and banks. Additionally, if you would like to vote in person at the InternetMeeting, contact the brokerage firm, bank or other nominee who holds your shares to obtain a proxy from them and by mail.  bring it with you to the Meeting. You will not be able to vote at the Meeting unless you have a proxy from your brokerage firm, bank,or other nominee.

You may read, print, and download our 20172023 Form 10-K, 20182024 Proxy Statement and Proxy Card at http://materials.proxyvote.com/40609P. On an ongoing basis, shareholders may request to receive proxy materials in printed form by mail or electronically by e-mail.  You may vote your shares by the Internet, by regular mail or in person at the Meeting.  Each of these voting options is described in the Notice of Availability and the Proxy Card.email. 

To ensure that your vote is counted at the Meeting, regardless of whether you plan to attend, you should vote by using the Internet or telephone voting optionoptions on your Proxy Card or by mailing in your Proxy Card. If you return an executed Proxy Card without marking your instructions, your executed Proxy Card will be voted by the recommendations of the Board. In connection therewith, the Board has designated Brent K. Bilsland, Chairman, President and CEO, and Lawrence D. Martin,Marjorie Hargrave, CFO, as proxies. If you indicate a choice concerning any matter to be acted upon on your proxy cardProxy Card or voting instruction card, your shares will be voted per your instructions.

Information for Beneficial Owners

If you hold your Hallador shares inAs a brokerage, bank or other institutional account, you are considered the beneficial owner, of thosein order to ensure your shares but notare voted in the record holder. This means thatway you vote by providingwould like, you must provide voting instructions to your bank, broker rather than directlyor other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such bank, broker or nominee depends on the Company. Unless you providetype of item being considered for vote.

Non-Discretionary (Non-Routine) Items.   The election of directors (Proposal 1) and the Advisory Vote Approving the Named Executive Officers' Compensation (Proposal 2) are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received specific voting instructions your brokerfrom beneficial owners. 

Discretionary (Routine) Items.   The ratification of the appointment of Grant Thornton LLP as independent registered public accounting firm is a discretionary item, also known as a “routine” matter. Generally, brokers, banks and other nominees that do not permitted to vote your shares on your behalf.  For yourreceive voting instructions from beneficial owners may vote on any other matters to be counted, you will need to communicate your voting decisions to yourthis proposal in their discretion.

When a broker, bank or other institution before the date of the Meeting using the voting instruction form that the institution providesnominee votes its clients’ unvoted shares on “routine” matters, these shares are counted to you.  If you would likedetermine if a quorum exists to vote your sharesconduct business at the meeting, you must obtainMeeting. A broker, bank or other nominee cannot vote clients’ unvoted shares on non-routine matters, which results in a proxy from your financial institution and bring it with you to hand in with your ballot.

What if I do not specify how my shares are to be voted?

For “Proposal No. 1 – Election of Directors,” if you submit a proxy but do not indicate any voting instructions, your shares will be voted in accordance with the recommendations of the Company’s Board of Directors (the “Board”)“broker non-vote”.

For “Proposal No. 2 –Advisory Vote Approving Named Executive Officers’ Compensation,” if you submit a proxy but do not indicate any voting instructions, your shares will be counted as a vote approving the compensation of the Company’s Named Executive Officers.

Can I change my vote after I returnor revoke my proxy card?proxy?

Yes. Even afterIf you have submitted your Proxy Card,are a shareholder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the Meeting by:

Attendance at the Meeting will not cause your previously granted proxy is exercised by filing with the Secretary of the Company at our address above either a notice of revocation or a duly executed proxy bearing a later date.to be revoked unless you specifically make that request. If you attendhold your shares in "street name," you may submit new voting instructions by contacting your bank, broker, or other nominee, or if you have obtained a legal proxy from your bank, broker or other holder of record giving you the right to vote your shares, by attending the Meeting in person you may revoke your proxy and votevoting in person.

What if other matters come up at the Meeting?

The matters described in this Proxy Statement are the only matters we know that willto be voted on at the Meeting.  If other matters are properly presented at the Meeting, the proxy holders will vote your shares as they see fit.

Can I vote in person at the Meeting rather than by completing the Proxy Card?

Although we encourage you to complete and return the Proxy Card to ensure that your vote is counted, you can attend the Meeting and vote your shares in person.

How are votes counted?counted?

We will hold the Meeting if holders of one-third of the total shares of Common Stock that are entitled to vote either sign and return their Proxy CardsCard or attend the Meeting. If you sign and return your Proxy Card, your shares will be counted to determine whether the Company has a quorum even if you abstain or fail to vote on any of the proposals listed on the Proxy Card.

Where can I find the voting results of the Annual Meeting?

We willplan to announce the preliminary voting results at the Meeting.  The2024 Annual Meeting and to publish final voting results will reported in a Current Report on Form 8-K which we are required to filefiled with the SECSecurities and Exchange Commission (the "SEC") within four business days followingafter the 2024 Annual Meeting.

Who pays for this proxy solicitation?

The CompanyWe will paybear all of the solicitation costs and will supply copies of solicitation, including the preparation, assembly, printing and mailing of this Proxy Statement, the Proxy Card, and any additional solicitation materials furnished to shareholders.  Copies of solicitation materials will be furnished to brokerage houses, fiduciaries, and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. Also, the Companywe may reimburse such persons for their costs in forwarding the solicitation materials to such beneficial owners. In addition to sending you these materials, some of the Company’sCompany's employees may contact you by telephone, by mail, or in person. None of these employees will receive any extra compensation for doing this.

What vote is required to approve each item?

Election of Directors.  At the Meeting, fivesix director-nominees are standing for election to the Board.  With respect to the election of directors, you may vote "for" or "against" each of the nominees for the Board, or you may "abstain" from voting for one or more nominees.  To be elected to the Board, each director-nominee must receive the affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter (meaning that of the shares represented at the Meeting and entitled to vote, a majority of them must be voted "FOR" the nominee). Abstentions will have the same effect as a vote "against" the election of the nominee to the Board.  Your broker may not vote your shares on the nominees unless you give voting instructions.  Broker non-votes will have no effect on the election of the nominees.   Each director-nominee elected at the Meeting will serve on the Board for a one-year term or until his successor is duly elected and qualified.  Director-nominees will be elected by majority of the votes cast by holders of the Common Stock, represented in personqualified, or by proxy at the Meeting.  This means that the director-nominees will be elected if they receive more votes cast for than against his election.  A properly executed proxy marked “Withheld” with respect to the election of any director-nominee will not be voted with respect to such director-nominee indicated, although it will be counted for purposes of determining whether thereuntil he resigns or is a quorum. removed.

Say-on-Pay.  At the Meeting, we are asking shareholders to vote to approve on an advisory basis on the compensation paid to the Named Executive Officers.  With respect to this proposal, you may vote "for," "against," or "abstain" from voting with respect to this proposal.   A majority of the shares of Common Stock represented at the Meeting and entitled to vote on this proposal must vote FOR"FOR" the proposal to approve it.  If you "abstain" from voting with respect to this proposal, your vote will have the same effect as a vote "against" the proposal. Your broker may not vote your shares on this proposal unless you give voting instructions. Broker non-votes do not affectwill have no effect on the vote.vote for this proposal. Your vote will not directly affectchange or otherwise limit

or enhance any existing compensation or award arrangement of any of our named executive officers,Named Executive Officers, but the outcome of the say-on-pay vote will be taken into account by the Compensation and Nominating Committee when considering future compensation arrangements.

Ratification of Auditor. At the Meeting, we are asking shareholders to ratify the appointment of Grant Thornton LLP, as our independent registered public accounting firm for the year ending December 31, 2024.  With respect to this proposal, you may vote "for," "against" or "abstain" from voting with respect to this proposal. A majority of the shares represented at the Meeting and entitled to vote on this proposal must vote "FOR" the proposal to approve it. If you "abstain" from voting with respect to this proposal, your vote will have the same effect as a vote "against" the proposal. As this proposal is considered a "routine" matter, your broker may vote your shares on this proposal if you do not provide voting instructions.

Other Matters.For most other matters that properly come before the Meeting, the affirmative vote of a majority of shares of Common Stock, present in person or represented by proxy and voted at the Meeting, will be required.

OUR MANAGEMENT TEAM

Hallador is led by Brent K. Bilsland, our Chairman, President, and Chief Executive Officer, whose biography appears below under "Our Current Board of Directors and Nominees;" Marjorie Hargrave, our Chief Financial Officer, and Heath A. Lovell, our President of Hallador Power, whose biographies appear under "Our Named Executive Officers Who Are Not Directors."

PROPOSAL NO. 1: ELECTION OF DIRECTORS.DIRECTORS FOR A ONE-YEAR TERM.

THE BOARD RECOMMENDS THAT YOU VOTE "FOR" ALL OF THE NOMINEES.

At our 20172023 Annual Meeting of Shareholders, our shareholders elected a Board of sevensix directors.  Two of our directors elected at  that meeting have passed away; John Van Heuvelen on May 17, 2017, and Victor P. Stabio, our Chairman of the Board, on March 7, 2018.  The Board has decided not to fill the vacancies and reduce the board size to five members.

OurFive of our current directors are listed below and nominated for re-election, and one new nominee is seeking election at the Meeting.  One of our current directors, Steven R. Hardie, is not standing for re-election and will be retiring from the Board when his current term expires at the Meeting. Hallador would like to thank Mr. Hardie for his guidance and valuable contributions during his many years of dedicated service on the Board.

Each of the directors elected at the Meeting will serve a one-year term expiring at the next annual meeting of shareholders or until their successors have beenare duly elected and qualified, or until he resigns or is removed.  Each nominee agreed to be named in this proxy statementProxy Statement and to serve if elected.

Under Hallador’s Bylaws,To be elected to the Board, each director-nominee must receive the affirmative vote of the holders of a majority of shares present in an uncontestedperson or represented by proxy at the Meeting. Abstentions will have the same effect as a vote "against" the election directors are elected by plurality of votes cast with respectthe nominee to such director, meaning that the number of votes cast “for” a director must exceed the number of votes cast “against” that director.Board.  Your broker may not vote your shares on this proposalthe nominees unless you give voting instructions.  Abstentions andThus, broker non-votes will have no effect on the vote for this proposal. If you sign your Proxy Card but do not affectgive instructions with respect to the vote. voting of director-nominees, your shares will be voted for the nominees. Each director-nominee elected at the Meeting will serve on the Board for a one-year term or until his successor is duly elected and qualified, or until he resigns or is removed.

Any director-nominee who is currently serving as a director and who receives a greater number of votes “against” his or her election than votes “for” in an uncontested electiondoes not meet the voting requirement described above must tender his or her resignation.

We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected.  However, if any nominee should become unable for any reason or unwilling for good cause to serve, the proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Directors.directors.

Information about the Director NomineesOUR CURRENT BOARD OF DIRECTORS AND NOMINEES

Below is information aboutan overview of our current directors and each nominee, including biographical data for at least the past five years and an assessment of the skills and experience of each nominee. director nominees you are being asked to elect at the 2024 Annual Meeting.

Mr. Stabio had 220,000 RSUs vest upon his death on March 7, 2018 at a gross value $1,463,000.Information Oversight

We paid Mr. David C. Hardie $7,000 for his service as Audit Committee Chairmanrely on information technology to operate our business. We have endpoint and other protection systems, and incident response processes, both internally and through third-party consultants, designed to protect our information technology systems. These established processes assist us to continuously assess and identify threats to our systems and minimize impact to our business in 2017.  Beginning 2018, Mr. David C. Hardie will receive $20,000 per year for his services as Audit Committee Chairman.the event of a breach or other security incident. With our third-party consultants, the processes protect our information systems and allow us to resolve issues timely. As new threats to security may be identified, our personnel are notified, with instruction to increase awareness of the threat and how to react if such a threat or actual breach appears to be encountered. Periodic educational notices are also disseminated to all personnel.

Audit Committee ReportAdditionally, as our systems are modified and upgraded, all personnel are notified, with instruction as appropriate. Responsibility for the identification and assessment of risks and the recommendation of upgrades to our systems resides with our expert consultants who report to our IT Director.

The Audit Committee evaluatesOur Board oversees the performance of EKS&H, LLLP (EKSH), including the senior audit engagement team, each year and determines whether to re-engage EKSH or consider other audit firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by EKSH and their technical expertise, tenure as our independent auditors and knowledge ofrisks involved in our operations as part of its general oversight function, integrating risk management into the Company’s compliance policies and industry. Based on this evaluation,procedures. With respect to cybersecurity, the Audit Committee decided to engage EKSH as our independent auditors for the year ended December 31, 2017. The Audit Committee reviewed with senior members of our financial management team and EKSH the overall audit scope and plans, and the quality of our financial reporting. The Audit CommitteeBoard has the sole authority to appoint the independent auditors.

Management has reviewed and discussed the audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2017ultimate oversight responsibility, with the Audit Committee including a discussionand IT Steering Committee each having certain responsibilities relating to risk management of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant accounting judgments and estimates, and the clarity of disclosures in the financial statements. In addressing the quality of management’s accounting judgments, members ofcybersecurity. Among other things, the Audit Committee asked for management’s representationsdiscusses with management the Company’s major policies with respect to risk assessment and reviewed certifications prepared byrisk management, including cyber-security, as they relate to the CEOintegrity of the Company’s accounting and financial reporting processes and the CFOCompany’s compliance with legal and regulatory requirement. In addition to its other responsibilities, the IT Steering Committee oversees operational information technology risks, including cybersecurity, as they relate to the technical aspects of the Company’s operations. The IT Steering Committee and/or the full Executive Team receive at least quarterly reports from management on information technology matters, including cybersecurity. The reports address upgrades to hardware, software, and IT systems throughout the Company, and include the identification of IT and cybersecurity risks. Security scores, risk management, and mitigation measures are routinely presented. As discussed above, we maintain endpoint and other protection systems, and incident response processes, both internally and through third-party experts. As these systems, processes, training, and upgrades are implemented, updates are provided to the Executive Team. We have not identified an indication of a substantive cyber security incident that would have a material impact on our unaudited quarterly and audited consolidated financial statements fairly present in all material respects, our financial condition,business, results of operations and cash flows, and have expressed to both management and EKSH their general preference for conservative policies when a range of accounting options is available.or financial statements. 

The Audit Committee believes that, by thus focusing its discussions with EKSH, it can promote a more meaningful dialogue that provides a basis for its oversight judgments.

The Audit Committee also discussed with EKSH those matters required to be discussed by the auditors with the Audit Committee under the rules adopted by the Public Company Accounting Oversight Board (PCAOB). The Audit Committee received the written disclosures and the letter from EKSH required by applicable requirements of the PCAOB regarding EKSH's communication with the Audit Committee concerning independence, and has discussed with EKSH their independence.

In performing all of these functions, the Audit Committee acts in an oversight capacity. The Audit Committee reviews our quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the SEC. In its oversight role, the Audit Committee relies on the work and assurances of management, which has the primary responsibility for establishing and maintaining adequate internal control over financial reporting and for preparing the financial statements, and other reports, and of EKSH, who are engaged to audit and report on our consolidated financial statements.

In reliance on these reviews and discussions, and the reports of EKSH, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2017, for filing with the SEC.

MEMBERS OF THE AUDIT COMMITTEE:

David C. Hardie – Chairman of the Committee

Bryan H. Lawrence

Sheldon B. Lubar

Board Risk Oversight

Our Board has ultimate responsibility for general oversight of risk management processes.  The Board receives regular reports from Mr. Bilsland on areas of risk we face. Our risk management processes are intended to identify, manage, and control risks so that they are appropriate considering our scope, operations, and business objectives. The full Board engages with the appropriate members of management to enable its members to understand and provide input and oversight of our risk identification, risk management, and risk mitigation strategies. The Audit Committee also meets without management present to, among other things, discuss our risk management culture and processes. In the event, a committee receives a report from a member of management regarding areas of risk, the Chairman of the relevant committee will report on the discussion to the full Board to the extent necessary or appropriate. This enables the Board to coordinate risk oversight, particularly concerning interrelated or cumulative risks that may involve multiple areas for which more than one committee has responsibility.

Compensation Committee Risk AssessmentCode of Conduct

The Compensation Committee reviewed and discussed an internal risk assessmentOur Board adopted the Company's Code of Conduct, which provides general statements of our executiveexpectations regarding ethical standards that we expect our directors, officers, and non-executive compensation programs and the outcomes of such assessment.  Based on such review, the Compensation Committee believes that our compensation programs (i) do not motivate our executives or our non-executive employees to take excessive risks, (ii) are aligned with shareholders’ best interests, and (iii) are not reasonably likelyadhere to have a material adverse effect on us. Our compensation programs are designed to support, reward appropriate risk-taking, and include the following:

Policy for Approval of Related Person Transactions

The Audit Committee is responsible for reviewing and approving all related person transactions by our written policy. Such transactions are generally reviewed before entry into the related person transaction. In addition, if any of our specified officers or directors becomes aware of a related party transaction that has not been previously approved or ratified, such related person transaction will be promptly submitted thereafter to the Audit Committee for its review. In reviewing a transaction, the Audit Committee considers the relevant facts and circumstances, including the benefits to us, any impact on director independence and whether the terms are consistent with a transaction available on an arms-length basis. Only those related person transactions that are determined to be in (or not inconsistent with) our best interests are permitted to be approved. No member of the Audit Committee may participate in any review of a transaction in which the member or any of his or her family members is the related person.

Good corporate governance is a priority to us. Our key governance practices are outlined in our committee charters, and Code of Conduct. These documents can be foundwhile acting on our website, www.halladorenergy.com by clicking on “Corporate Governance,” and are available in print to any shareholder, without charge, upon request. Information on our website is not considered part of this Proxy Statement.behalf. The Code of Conduct applies toprovides, among other things, that our directors, executive officers, and employees will: (i) comply with all laws, rules, and regulations applicable to us; (ii) avoid conflicts of interest; (iii) protect our other personnel. Any updatesassets and maintain our confidentiality; (iv) honestly and accurately maintain records and make required disclosures; and (v) promote ethical behavior and report violations of laws, rules, regulations or amendments to the Code of Conduct will be posted on the website.Conduct.

The Audit CommitteeCode of Conduct is available on our website, www.halladorenergy.com.

Board Meetings and CompensationAttendance

During 2023, the Board held seven regular meetings, and Nominating Committeeeach of the committees held the number of meetings included in the description of the committees set forth below. Each Board member up for re-election attended at least 75% of the Board are responsible for reviewing the Corporate Governance Guidelines annually and reporting and making recommendations to the Board concerning corporate governance matters.

Shareholder Communications with our Boardcommittee meetings, which they served on during 2023.

We invite shareholders to send written communications to the entire Board or to individual Board members.  Please send your letter in care of the Chairmando not have a specific policy regarding attendance at the address shown on the front pageannual meeting of this Proxy Statement.  

If a shareholder communication raises concerns about management or our ethical conduct, you can report it confidentially by e-mail at http://www.openboard.info/hpco/ or by telephoneshareholders. All directors, however, are encouraged to 866-229-6923.  The communications submitted through this hotline are forwarded to the Chairmanattend if available. All of our Audit Committee and, if appropriate,directors participated in the Audit Committee will take such actions as it authorizes to ensure that the subject matter is addressed by the appropriate Board committee, management and by the full Board.

If a shareholder or other interested person seeks to communicate exclusively with our non-management directors, such shareholder communication should be sent directly to Mr. David C. Hardie,  Chair of the Audit Committee, at the Company’s address.    

At the direction of the Board, we reserve the right to screen all materials sent to the directors for potential security risks, harassment purposes or routine solicitations. 

Shareholders  have an opportunity to communicate with the Board at our2023 Annual Meeting of Shareholders.

Executive Sessions of Non-Management Directors

To promote open discussions, our non-management directors meet in executive sessions regularly after scheduled Board meetings.

Committees

Our Board has three separately designated standing committees: an Audit Committee, a Compensation Committee, and a Nominating Committee. The Chairman shallcommittee charters are available on our website, www.halladorenergy.com.

The membership and purposes of each of the committees are described below.

Criteria for Director Nominations

General criteria for the nomination of director candidates include experience and successful track record, integrity, skills, ability to make analytical inquiries, understanding of our business environment and willingness to devote adequate time to director duties, diversity (although no formal policy exists, considered along with the aforementioned factors), all in the context of the perceived needs of the Board at that time. Stock ownership could also be a consideration.

Board of Directors Diversity

The Company seeks to maintain a Board comprised of talented and dedicated directors with a diverse mix of expertise, experience, skills, and backgrounds. The skills and backgrounds collectively represented on the spokespersonBoard should reflect the diverse nature of the business environment in which the Company operates.   Although the Company has not adopted a formal diversity policy for the Board, exceptas new members of the Board are considered, diversity considerations should include - but not be limited to - business expertise, geography, age, gender, and ethnicity.

The Company is committed to a merit-based system for Board composition within a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias. When assessing Board composition or identifying suitable candidates for appointment to the Board, the Company will consider candidates on merit with due consideration to the benefits of diversity and the needs of the Board. Prior to recommending the director slate this year, our Nominating Committee conducted a broad search for new director candidates, and reviewed and considered candidates from a variety of backgrounds, including female candidates and other candidates that would have qualified as diverse under the Nasdaq Board Diversity Rule. Taking into account these various factors, our Nominating Committee determined to recommend Mr. Gray as a new director nominee to our Board, and to nominate each of our continuing directors, other than Mr. Steven Hardie who, as noted above, is not standing for re-election this year and will retire from the Board at the Meeting.

The Nasdaq Board Diversity Rule requires companies listed on Nasdaq to publicly disclose board-level diversity statistics using a standardized template. Our current Board Diversity Matrix is set forth below. Beginning this fiscal year, smaller reporting companies like our Company must also either have or explain why they do not have at least one diverse director on their board of directors. As of the date hereof, we do not satisfy the diversity objective under the Nasdaq Board Diversity Rule. We believe that the current composition of our Board is and, upon election of the proposed slate of director nominees at this year’s Meeting, will be appropriately balanced in circumstances whereskills and experience in light of the inquiry or comment isCompany’s current business environment and the challenges currently facing the Company and the coal and electricity markets in general; as such, we do not currently have at least one diverse director on the Board.

The Board Diversity Matrix sets forth information about the Chairman.  Indiversity of the Board in accordance with the recently adopted NASDAQ Board Diversity Rule. 

Human Capital

As of December 31, 2023, Hallador and its subsidiaries employed 936 full-time employees and temporary miners, 886 of those employees and temporary miners are directly involved in the coal mining or coal washing process. Our coal workforce is entirely non-union.  To attract and retain top talent, we provide competitive wages, an annual bonus for all employees, excellent benefits, an employee health clinic and a culture that is committed to health and safety at all levels.

Employee health and safety is a top priority at our wholly owned subsidiary, Sunrise Coal. With a robust safety department and safety standards that exceed mandated guidelines, we make safety the foundation of everything we do. While every precaution is taken to prevent mine emergencies, Sunrise Coal has its own private mine rescue team. This team is trained and ready to manage emergency situations at a Sunrise Coal facility, but also ready and available to assist other mine rescue teams. We continuously monitor safety data such instances,as injury severity, violations per inspection day, and significant and substantial citations.

We are committed to providing comprehensive affordable health insurance with low-cost deductibles and co-pays to take care of our employees and their families. We believe in decreasing the Chairmanbarriers to healthcare, so employees and their dependents do not have to delay care. Our employees and their families also have access to a private full-time health and wellness clinic, with free medications, no cost diagnostics, and a wellness coach.

Beyond investing in the safety and health of its employees, we invest in educational opportunities for our employees. All continuing education requirements and training are completely paid for by our Company and tuition reimbursement programs are available to every employee company wide.

Shareholder Engagement

Engagement with our shareholders helps us gain useful feedback on a wide variety of relevant topics pertaining to the operations, governance and strategy of our Company. If such feedback is received, it is shared regularly with the Company’s management and the Board and may be considered in setting the governance practices and strategic direction for the Company. 

The Company from time to time interacts and communicates with shareholders in a number of forums, including quarterly earnings calls and webcasts, SEC filings, meetings and press releases. The Company is committed to constructive communication and engagement with shareholders.

Shareholders who wish to contact our Board or any individual director regarding Hallador may do so by mail addressed to our Corporate Secretary at Hallador Energy Company, 1183 East Canvasback Drive, Terre Haute, Indiana, 47802.  Relevant communications received in writing are distributed to our Board or to individual directors, as appropriate, depending on the facts and circumstances outlined in the communication received.

Anti-Hedging and Anti-Pledging Policy

We maintain an insider trading policy that applies to our officers and directors that prohibits trading our securities when in possession of material non-public information. It prohibits the hedging of our securities, including short sales or purchases or sales of derivative securities based on our securities, and, unless our Audit Committee approves an exemption, the pledging of our securities. Since the adoption of our insider trading policy, the Audit Committee has not granted any such exemptions to the policy's general prohibition on pledging.

Ownership Policy

We have not adopted a formal stock ownership policy for our Named Executive Officers, but through existing stock ownership and the vesting of the restricted stock units, they hold a significant portion of our outstanding shares of Common Stock.

Compensation Recovery ("Clawback") Policy

We adopted a compensation recovery "clawback" policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding rules adopted by Nasdaq, which provides for the mandatory recovery of certain erroneously awarded incentive compensation from our officers in the event of an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 and related regulations require our Section 16 officers and directors and persons who beneficially own more than 10% of our Common Stock to file with the SEC. We believe all of these reports were timely filed based upon our review of the reports filed with the SEC, with the exception of Todd Davis, Chief Accounting Officer through December 1, 2023, who was late reporting one transaction in December 2023. The transaction was reported on Form 4 filed on December 28, 2023.

Director Compensation

Beginning in 2023, each of our non-employee members of our Board, with the exception of Mr. Lawrence, who declined being compensated for his Board role, receives an annual retainer of $50,000 and each chair of the Audit Committee, shall become the spokesperson.Compensation Committee and the Nominating Committee receives an additional retainer of $25,000.

INFORMATION ABOUT OUR NON-DIRECTOR NEO2023 Director Compensation Table

LAWRENCE D. MARTIN,  age 52, CPA, isThe following table sets forth information concerning the compensation paid to the non-employee members of our Chief Financial Officer and Chief Accounting Officer.    In 2017 he was promoted to PresidentBoard during the fiscal year ended December 31, 2023: