WARRIOR MET COAL INC (HCC)
Sector: Materials
2026 Annual Meeting Analysis
WARRIOR MET COAL INC · Meeting: April 20, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent chairman with deep mining industry experience; HCC's 3-year TSR of +122.3% outperforms the peer median by +84.2pp, well above the 50pp threshold required to trigger a No vote; holds 2 outside public board seats (below the 4-seat overboarding limit); no attendance, independence, or familial relationship concerns.
CEO and executive director; same TSR trigger applies per policy — HCC's strong positive 3-year TSR outperforms peers by +84.2pp, well above the 50pp No-vote threshold; holds no outside public board seats; no other policy flags.
Joined the board in April 2025, which is within the 24-month new-director exemption window, making her automatically exempt from the TSR underperformance trigger; brings relevant legal and governance expertise; holds no outside public board seats; no other policy flags.
Independent director with strong financial and audit expertise (designated as an Audit Committee Financial Expert); joined in 2022 and HCC has significantly outperformed its peer group during her tenure; holds 1 outside board seat; no attendance, independence, or overboarding concerns.
Independent Audit Committee chair and certified public accountant with decades of financial expertise; HCC's 3-year TSR substantially outperforms peers; holds 2 outside public board seats (below the 4-seat limit); at age 79 he is approaching the mandatory retirement age of 80 but has not yet reached it; no disqualifying policy flags.
Independent director with extensive coal mining operational experience; HCC's strong positive 3-year TSR outperforms peer median by +84.2pp during his tenure; holds no outside public board seats; no attendance, independence, or familial relationship concerns.
All six director nominees pass every policy screen. HCC's 3-year total shareholder return of +122.3% outperforms the company-disclosed peer group median by +84.2 percentage points — well above the 50-percentage-point threshold required to trigger a No vote for strong-positive-TSR companies. No director is overboarded, has poor attendance, sits on audit or compensation committees without being independent, or has a familial relationship with management. Kimberly Chainey, the only new director, joined in April 2025 and is exempt from the TSR trigger under the 24-month new-director rule.
Say on Pay
✓ FORCEO
Walter J. Scheller, III
Total Comp
$7,336,513
Prior Support
92%%
The 2025 say-on-pay vote received approximately 92% support, well above the 70% threshold that would require visible program changes. The CEO's total reported compensation of approximately $7.3 million is reasonable for a CEO of a $4.5 billion Basic Materials company that delivered record production and sales volumes in 2025. Approximately 85% of the CEO's target pay is variable and at risk — comfortably above the 50-60% policy minimum — and incentive pay was earned against real, pre-set operational and financial performance metrics including Adjusted EBITDA, production volume, cost per ton, capital expenditures, and safety rates. The company outperformed its TSR peer group by roughly 133 percentage points over the three-year period ended 2025, confirming that above-target incentive payouts reflect genuine pay-for-performance alignment. The company also maintains a meaningful clawback policy that covers both discretionary misconduct-related recovery and the mandatory Dodd-Frank restatement-based recovery.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm, fully appropriate for a $4.5 billion public company. The proxy filing does not disclose auditor tenure or a fee table in the text provided, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed — per policy, absent confirmed data these triggers do not fire. No material financial restatements are disclosed. The default vote is FOR.
Overall Assessment
The 2026 Warrior Met Coal annual meeting ballot contains four standard proposals: election of six directors, approval of a new equity incentive plan, an advisory say-on-pay vote, and ratification of Ernst & Young as auditor. The director slate and compensation program both pass all applicable policy screens, driven by exceptional three-year total shareholder return that substantially outperforms industry peers, a highly variable pay structure with real performance conditions, and strong prior-year say-on-pay support of 92%.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing