PEABODY ENERGY CORP (BTU)
Sector: Energy
2026 Annual Meeting Analysis
PEABODY ENERGY CORP · Meeting: May 7, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, attendance above 75%, no familial conflicts, and BTU's 3-year TSR of +38.8% is only 1.3pp below the peer median — far within the 50pp threshold required to trigger a vote against.
No overboarding, attendance above 75%, no familial conflicts, and the TSR underperformance gap versus the peer group median is far below the policy trigger threshold.
No overboarding, attendance above 75%, no familial conflicts, and BTU's relative TSR performance does not meet the threshold to trigger a vote against any director.
No overboarding, attendance above 75%, serves as an audit committee financial expert, and BTU's peer-relative TSR gap is well within the allowable range.
No overboarding, attendance above 75%, no familial conflicts, and the TSR comparison to the compensation peer group does not trigger a vote against.
As the CEO and an executive director, Grech is subject to the same TSR trigger as all other directors; BTU's 3-year TSR of +38.8% is only 1.3pp below the peer median, far below the 50pp threshold, so no TSR-based concern arises.
Appointed to the board in November 2025, Ms. Hodges has been a director for fewer than 24 months and is therefore exempt from the TSR trigger under policy; she also serves as an audit committee financial expert with relevant financial experience.
No overboarding, attendance above 75%, no familial conflicts, and BTU's relative TSR performance does not trigger a vote against under the named peer group comparison.
Serves as non-executive Chair, attendance above 75%, no familial conflicts, and BTU's 3-year TSR of +38.8% is only marginally below the peer median — well within the allowed gap.
Appointed to the board in November 2025, Mr. Walker has been a director for fewer than 24 months and is exempt from the TSR trigger under policy; no other negative flags apply.
All ten director nominees receive a FOR vote. BTU's 3-year total shareholder return of +38.8% is only 1.3 percentage points below the compensation peer group median, far below the 50-point threshold required to trigger votes against directors for underperformance. Two newly appointed directors (Hodges, Walker) are exempt from the TSR trigger as they joined within the past 24 months. Board attendance averaged approximately 98% in 2025, no directors appear overboarded, audit committee members have appropriate financial expertise, and no familial conflicts with management are disclosed.
Say on Pay
✓ FORCEO
James C. Grech
Total Comp
$9,025,131
Prior Support
92%%
CEO total compensation of approximately $9.0 million is within a reasonable range for the CEO of a $4.1 billion energy/mining company, and prior-year Say-on-Pay support was a strong 92%, well above the 70% threshold that would require a response. The pay structure is appropriately performance-oriented: 52% of the CEO's target pay is performance-based and 69% is variable, which meets the policy's requirement that at least 50-60% of senior executive pay be variable or performance-linked. Incentive metrics include multi-year relative total shareholder return, free cash flow, operational volume and cost measures, and environmental reclamation — substantive, measurable metrics that align pay with shareholder outcomes — and BTU's 3-year TSR of +38.8% is roughly in line with the peer group median, so above-target incentive payouts are not misaligned with shareholder experience.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young LLP is a Big 4 firm appropriate for a company of Peabody's size and complexity. The proxy filing does not disclose specific audit fee or non-audit fee dollar amounts in a form that can be extracted, so the non-audit fee ratio trigger cannot be assessed — per policy, when fee data is unavailable the default is FOR. Auditor tenure is not disclosed, so the tenure trigger also does not fire. No material restatements are noted. No policy triggers apply.
Overall Assessment
The 2026 Peabody Energy annual meeting presents a clean ballot with no significant governance concerns: all ten director nominees receive a FOR vote given the company's strong TSR track record relative to its disclosed peer group, the Say-on-Pay program earns a FOR on the strength of a genuinely performance-linked pay structure and 92% prior-year approval, and Ernst & Young is ratified as auditor absent any disclosed fee ratio or tenure data that would trigger a negative vote. There are no stockholder proposals on this ballot, and the equity plan renewal (Proposal 3) falls outside the current policy scope.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing