Under the Eidson Employment Agreement, Mr. Eidson agrees that, following a termination of his employment for any reason, he will not, for a two-year period, undertake activities that compete with the business of the Company. The Eidson Employment Agreement also contains other customary terms and conditions.
Transition Agreement with Mr. Stetson
The Company previously announced on November 21, 2022 that, in connection with his transition to executive chair, Mr. Stetson and the Company had entered into an agreement dated November 18, 2022 (the “Transition Agreement”). Under the terms of the Transition Agreement, Mr. Stetson resigned as the Company’s chief executive officer as of the end of the day on December 31, 2022, at which time the amended and restated employment agreement between Mr. Stetson and the Company, dated January 26, 2021, terminated and was replaced by the Transition Agreement. Mr. Stetson became the Company’s executive chair on January 1, 2023 and served as executive chair until the end of the day on December 31, 2023, at which time his status as an employee of the Company terminated. On January 1, 2024, Mr. Stetson became non-executive chair and will serve in that capacity until April 30, 2024. The Board agreed to nominate Mr. Stetson for reelection to the Board at the Annual Meeting.
Per the Transition Agreement, during Mr. Stetson’s tenure as executive chair, he remained a fulltime employee of the Company and had the duties, responsibilities and authorities customarily associated with his position, as approved by the board of directors.
During his service as executive chair, Mr. Stetson was compensated, in addition to general employee benefits, as follows:
Annual base salary of $800,000, pro-rated for any partial year of service as executive chair;
Participation in the AIB, with an annual target bonus opportunity of 100% of annual base salary, and a maximum bonus opportunity of 200% of annual base salary;
Participation in the 2018 LTIP, with an annual target award amount of 200% of annual base salary, consisting of performance share units and restricted share units; and
A one-time equity award of 30,000 RSUs, granted on November 18, 2022, with 10,000 units to vest on January 1, 2023, 10,000 units to vest on June 30, 2023 and 10,000 units to vest on December 31, 2023, provided, however, that upon Mr. Stetson’s involuntary departure from the board, all unvested units shall immediately vest.
On November 8, 2023, the compensation committee modified Mr. Stetson’s outstanding stock awards to allow for pro-rated vesting upon his separation date of December 31, 2023 as non-executive chair and calculated using a date of December 31, 2024 instead of his separation date. His outstanding performance-based stock awards were pro-rated and calculated at target.
Our NEOs are eligible to participate in the Alpha Metallurgical Resources, Inc. and Subsidiaries Deferred Compensation Plan (the “Deferred Compensation Plan”) which permits certain of our highly compensated employees to receive supplemental retirement benefits in excess of the tax-qualified plan limits under the Internal Revenue Code. The Deferred Compensation Plan is designed to further the interests of our stockholders by helping us attract and retain key talent by providing them with these additional retirement benefits. Under the Deferred Compensation Plan, we maintain a supplemental retirement account for each participant to which we credit annual contributions equal to the sum of (i)