HALLADOR ENERGY CO

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

_________________________________________________________________



Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐



Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

HALLADOR ENERGY COMPANY

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 29, 2025

TO OUR SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (the "Annual Meeting") of Hallador Energy Company, a Colorado corporation, ("we," "us," "our" or the "Company"), will be held on May 29, 2025, at 2:00 p.m. Mountain Daylight Time, at our offices at 10375 Park Meadows Drive, Suite 500, Lone Tree, CO 80124. All shareholders of record at the close of business on April 9, 2025, are eligible to vote their shares by proxy or in person at the Annual Meeting.

Items of Business and Board Voting Recommendations


1	Elect six directors named in the Proxy Statement to serve for a one-year term, or until their successors are duly elected and qualified.	FOR each of the nominees
2	Approve, on an advisory basis, the Named Executive Officers' compensation.	FOR
3	Approve the Hallador Energy Company Second Amended and Restated 2008 Restricted Stock Unit Plan (the "Second A&R RSU Plan") to (i) increase the number of shares available for issuance under the RSU Plan by 2,000,000 shares, and (ii) extend the term of the RSU Plan until May 29, 2035.	FOR
4	Ratify the appointment of Grant Thornton LLP, as our independent registered public accounting firm for 2025.	FOR
5	Transact such other business as may properly come before the Annual Meeting.

Instructions for voting on the matters presented at the Annual Meeting are contained in the accompanying proxy statement (see "Voting Information").

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote via the toll-free telephone number, over the internet, or by mailing a completed proxy card.

By Order of the Board of Directors,

Ryan McManis

Corporate Secretary

April 17, 2025

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 29, 2025.

The Notice of Annual Meeting, Proxy Statement, and Annual Report for the fiscal year ended

December 31, 2024, are available at http://materials.proxyvote.com/40609P.

IMPORTANT NOTICE REGARDING ADMISSION TO THE 2025 ANNUAL MEETING

We ask shareholders or their legal proxy holders who wish to attend the 2025 Annual Meeting

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GENERAL MEETING INFORMATION‌1

Date and Location of Meeting‌1

Who can attend the Annual Meeting?‌1

What do I need to do to attend the Annual Meeting?‌1

What is the purpose of the Annual Meeting?‌1

DELIVERY OF THE PROXY MATERIALS‌2

Mailing Date‌2

Shareholders Sharing an Address‌2

VOTING INFORMATION‌2

Who is entitled to vote?‌2

What constitutes a quorum?‌2

Is my vote confidential?‌2

How do I vote?‌3

Information for Beneficial Owners‌3

Can I change my vote or revoke my proxy?‌4

What if other matters come up at the Annual Meeting?‌4

Can I vote in person at the Annual Meeting rather than by completing the Proxy Card?‌4

How are votes counted?‌4

Where can I find the voting results of the Annual Meeting?‌4

Who pays for this proxy solicitation?‌5

What vote is required to approve each item?‌5

OUR MANAGEMENT TEAM‌6

PROPOSAL NO. 1: ELECTION OF DIRECTORS FOR A ONE-YEAR TERM.‌6

OUR CURRENT BOARD OF DIRECTORS AND NOMINEES‌7

Director Nominees‌7

OUR EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS‌9

BOARD AND ITS COMMITTEES‌9

Board Leadership and Structure‌9

Chairman‌9

Independent and Non-Management Directors‌9

Board and Committee Oversight of Risk Management and Cyber Security‌10

Code of Conduct‌10

Board Meetings and Attendance‌10

Executive Sessions of Non-Management Directors‌10

Committees‌10

Criteria for Director Nominations‌12

Shareholder Engagement‌12

Anti-Hedging and Anti-Pledging Policy‌12

Equity Award Grant Practices‌13

Director Compensation‌13

2024 Director Compensation‌14

PROPOSAL NO. 2: APPROVE, ON AN ADVISORY BASIS, THE NAMED EXECUTIVE OFFICERS' COMPENSATION.‌14

EXECUTIVE COMPENSATION‌15

Summary Compensation Table‌15

2024 Executive Officer Plan‌16

Executive Officer Bonus Performance Plan‌16

2025 Performance Bonus‌19

2024 Bonus Payout‌20

Outstanding Equity Awards at December 31, 2024‌20

Equity Compensation Plan Information‌21

Potential Payments Upon Termination or Change in Control‌21

Separation Agreement with Mr. Martin‌24

Other Benefits‌24

PAY VS. PERFORMANCE‌24

Summary Table‌24

Relationship Between Compensation Actually Paid and Performance Measures‌26

T-1

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT‌26

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE‌28

Review and Approval of Transactions with Related Persons‌28

Director Independence‌28

PROPOSAL NO.3: TO APPROVE THE HALLADOR ENERGY COMPANY SECOND AMENDED AND RESTATED 2008 RESTRICTED STOCK UNIT PLAN‌29

PROPOSAL NO. 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.‌32

INDEPENDENT AUDITOR'S FEES AND SERVICES‌32

Auditors‌32

Principal Accountant Fees‌32

Pre-Approval Policy‌33

AUDIT COMMITTEE REPORT‌33

OTHER INFORMATION‌34

Proposals by Security Holders‌34

Other Matters‌34

Shareholder Proposals and Director Nominations for the 2026 Annual Meeting‌34

Communications with the Board of Directors‌35

Householding‌35

Incorporation by Reference‌35

Availability of SEC Filings, Code of Conduct and Committee Charters‌35

APPENDIX A‌i

SECOND AMENDED AND RESTATED 2008 RESTRICTED STOCK UNIT PLAN‌i

T-2

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HALLADOR ENERGY COMPANY

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 29, 2025

This Proxy Statement is furnished by the Board of Directors (the "Board") of Hallador Energy Company (the "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 2025 Annual Meeting of Shareholders (our "Meeting" or "the Annual Meeting").

GENERAL MEETING INFORMATION

Date and Location of Meeting

Our Meeting will be held on May 29, 2025, at 2:00 p.m. Mountain Daylight Time, at our offices at 10375 Park Meadows Drive, Suite 500, Lone Tree, CO 80124, or at such other time and place if the Annual Meeting is postponed or adjourned. References in this Proxy Statement to the Annual Meeting also refer to any adjournments, postponements, or changes in time or location of the Meeting to the extent applicable.

Who can attend the Annual Meeting?

All shareholders of record at the close of business on April 9, 2025, may attend the Annual Meeting.

What do I need to do to attend the Annual Meeting?

Proof of ownership, together with valid government-issued photo identification such as a driver's license or passport, are required to attend the Annual Meeting. We ask shareholders or their legal proxy holders who wish to attend the Annual Meeting register with Investor Relations no later than May 21, 2025, by telephone at (303) 839-5504.

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

What is the purpose of the Annual Meeting?

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


1.	Elect six directors named in this Proxy Statement to serve for a one-year term, or until their successors are elected and qualified:
2.	Approve, on an advisory basis, the Named Executive Officers' compensation;
3.	Approve the Hallador Energy Company Second Amended and Restated 2008 Restricted Stock Unit Plan (the "Second A&R RSU Plan") to (i) increase the number of shares available for issuance under the RSU Plan by 2,000,000 shares, and (ii) extend the term of the RSU Plan until May 29, 2035;
4.	Ratify the appointment of Grant Thornton LLP, as our independent registered public accounting firm for 2025; and
5.	Transact such other business as may properly come before the Annual Meeting.

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DELIVERY OF THE PROXY MATERIALS

Mailing Date

On or about April 18, 2025, we mailed a Notice of Internet Availability of Proxy Materials (the "Notice of 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 Annual Meeting.

Shareholders Sharing an Address

Registered Shareholders—Each shareholder of record (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 shareholder of record.

Street Name Shareholders—If you own shares in "street name" (that is, in the name of a bank, broker, or another holder of record), applicable rules permit brokerage firms and our 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 saves printing and postage cost

SEC Form DEF 14A filed by Hallador Energy Company