Peabody Energy Corporation
12/19/2025 | Press release | Distributed by Public on 12/19/2025 07:14
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
James C. Grech, President and Chief Executive Officer of Peabody Energy Corporation (the "Company"), is approaching retirement eligibility. In connection therewith, the Board will transition its ongoing succession planning efforts to conduct an active search to identify Mr. Grech's successor.
In connection with the transition, the Company and Mr. Grech entered into a Transition and Consulting Agreement (the "Transition Agreement"), effective as of December 17, 2025 (the "Effective Date"), pursuant to which the Company will retain Mr. Grech as CEO until May 15, 2028 (such date, the "Transition Date"). The Company expects that Mr. Grech will continue to serve as a member of the Board of Directors until the Transition Date, subject to the Company's governing documents and annual director election process. Following the Transition Date, Mr. Grech will serve the Company in an advisory capacity until May 15, 2030 (such period, the "Consulting Period").
Under the Transition Agreement, until the Transition Date, Mr. Grech will continue to receive his annual base salary, short-term cash incentives (subject to performance goals), and employee benefits, and remain eligible to receive long-term incentive awards in January 2026, January 2027 and January 2028. With respect to any long-term incentive awards received in January 2026, January 2027 and January 2028, vesting in such awards shall continue until the end of the Consulting Period, provided that he continues to provide the advisory services during such period in accordance with the terms of the Transition Agreement, such that Mr. Grech will be eligible to receive full vesting of his 2026 and 2027 time-based awards and performance-based long-term incentive awards - and partial vesting of his 2028 time-based awards and performance-based long-term incentive awards - to the extent that performance goals are achieved. During the Consulting Period, Mr. Grech will also be entitled to a consulting fee at the rate of $1,500,000 per year to provide customary consulting services to ensure a smooth leadership transition at the Company.
The entry into the Transition Agreement was part of the Board's desire to retain Mr. Grech's services beyond his retirement eligibility and consistent with its succession planning activities and not the result of any disagreement between Mr. Grech and the Company on any matter relating to its operations, policies, or practices.
The foregoing description of the Transition Agreement is subject to and qualified in its entirety by reference to the full text of the Transition Agreement, which is attached as Exhibit 10.1 to this Report and incorporated herein by reference.
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