btu-20250327

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

_________________________________________________________________


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o			Soliciting Material Pursuant to §240.14a-12

PEABODY ENERGY CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)


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Our mission is to create superior value for shareholders as the leading global supplier of coal, which enables economic prosperity and a better quality of life.

Our Values

•Safety: We commit to safety and health as a way of life.

•Customer Focus: We provide customers with quality products and excellent service.

•Leadership: We have the courage to lead, and do so through inspiration, innovation, collaboration and execution.

•People: We offer an inclusive work environment and engage, recognize and develop employees.

•Excellence: We are accountable for our own success. We operate cost-competitive mines by applying continuous improvement and technology-driven solutions.

•Integrity: We act in an honest and ethical manner.

•Sustainability: We take responsibility for the environment, benefit our communities and restore the land for generations that follow.

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Peabody Plaza

701 Market Street

St. Louis, Missouri 63101

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 8, 2025

Peabody Energy Corporation (“Peabody” or the “Company”) will hold its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) at Peabody Plaza, 701 Market Street, St. Louis, Missouri 63101 and virtually via the internet at www.virtualshareholdermeeting.com/BTU2025 on Thursday, May 8, 2025, at 9:00 a.m. Central Time to:

1.Elect eight directors for a one-year term;

2.Approve, on an advisory basis, our named executive officers’ compensation;

3.Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025; and

4.Transact any other business as may properly come before the 2025 Annual Meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed the close of business on March 13, 2025, as the record date for determining stockholders of Peabody entitled to receive notice of and vote at the 2025 Annual Meeting and any adjournment or postponement thereof.

We strongly encourage you to vote your shares by proxy prior to the 2025 Annual Meeting and, if you plan to attend the 2025 Annual Meeting, to consider doing so virtually via the internet. Whether you attend the meeting in person or virtually, you will be able to vote your shares and participate in the meeting.

WHETHER OR NOT YOU EXPECT TO ATTEND THE 2025 ANNUAL MEETING IN PERSON OR VIRTUALLY VIA THE INTERNET, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS PROVIDED IN THE ENCLOSED MATERIALS. IF YOU REQUESTED A PROXY CARD BY MAIL, YOU MAY SIGN, DATE AND MAIL THE PROXY CARD IN THE ENVELOPE PROVIDED.


			By Order of the Board of Directors,

			Scott T. Jarboe
			Chief Administrative Officer and Corporate Secretary

March 27, 2025

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 8, 2025. The Notice of Annual Meeting, Proxy Statement, and Annual Report for the fiscal year ended December 31, 2024, are available at www.proxyvote.com.


IMPORTANT NOTICE REGARDING IN-PERSON ADMISSION TO THE 2025 ANNUAL MEETING We ask that stockholders or their legal proxy holders who wish to attend the 2025 Annual Meeting in person preregister with Peabody’s Investor Relations Department no later than 5:00 p.m. Central Time on Friday, May 2, 2025. Only those persons who are verified stockholders as of the Record Date or hold a proxy authorized by an authorized shareholder as of the Record Date will be permitted admittance to the meeting. For complete instructions for preregistering, see page 82 of this Proxy Statement.

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Dear Fellow Stockholder:

It is my pleasure to invite you to attend the 2025 Annual Meeting of Stockholders on Thursday, May 8, 2025. We will again be hosting a hybrid annual meeting this year in St. Louis, Missouri, and online.

We believe that 2024 marked a year of both significant activity and achievement for Peabody, even in the face of notable challenges. Your company earned $371 million in net income attributable to common stockholders, on Adjusted EBITDA of $872 million and revenue of $4.24 billion. We also ended the year with a strong balance sheet and cash and cash equivalents of $700 million, leading to a cash-positive net debt position. All of this occurred against the backdrop of declining commodity prices that suppressed margins, cash flows and returns.

Among our major 2024 highlights, the company continued progress on the redevelopment of the premium hard coking coal Centurion Mine in Australia and shipped its first coal to a steelmaking customer in Asia. The mine will continue continuous miner production in 2025 as we ramp up full-scale longwall for 2026.

Peabody also maintained a balanced capital allocation strategy this past year. We returned $221 million to stockholders in share repurchases and dividends while also reinvesting in the business. Notably, in November we announced an agreement to purchase four long-lived Australian premium hard coking coal mines from Anglo American. This transformative acquisition is expected to close in the coming months and will further reweight Peabody toward metallurgical coal, with approximately three-quarters of Adjusted EBITDA projected to come from this segment in 2026, which will be our first full year of operating the acquired mines.

Peabody drove an exceptional year in safety and environmental performance in 2024. We achieved accident and severity rates that set a new company best in our 140-plus year history. We also reduced reclamation bonding obligations by more than $100 million while reclaiming 70% more land than we disturbed. And, as has become commonplace, the company was recognized with a number of honors for leading safety, land restoration and employment practices.

I continue to believe that good governance is a best practice of any strong company, and an appropriate expectation of our stockholders. Your Board of Directors has continued to provide oversight on good governance, strategy and enterprise risk management. As we enter 2025, we believe we have widened the aperture on our paths to value creation by targeting long-term earnings growth, stockholder returns and favorable valuation rerating potential over time.

As chairman of Peabody, I can say that we look forward to keeping you apprised of our progress, and we appreciate your time and your ongoing support of Peabody.



Bob Malone
Chair of the Board

*Adjusted EBITDA is not a recognized term under GAAP. This measure is defined and reconciled to the nearest GAAP measure in Appendix B to this proxy statement.

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TABLE OF CONTENTS


PROXY SUMMARY			1

2025 Annual Meeting Overview			1

Roadmap of Voting Matters			1

Governance Highlights			2

Approach to Sustainability, Human Capital and Governance			2

Director Nominees			5

Executive Compensation Highlights			5

Board Responsiveness to Stockholders			7

Summary of Certain Executive Compensation Practices			7

Questions and Answers			7

PROPOSAL 1 – ELECTION OF DIRECTORS			8

Overview of Director Election Process			8

Director Selection and Evaluation Process			12

ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS			17

Committee Overview			17

Director Attendance			21

Board’s Role in Risk Oversight			22

Board Independence			22

Board Leadership Structure			23

Corporate Governance			24

Director Compensation			25

COMPENSATION DISCUSSION AND ANALYSIS			28

Overview			30

2024 Named Executive Officers			30

Business Highlights for 2024			30

Response to Last Year’s Say-on-Pay Vote			31

2024 Executive Compensation Program Structure			32

Process for Determining 2024 NEO Compensation			33

2024 NEO Compensation Determinations and Outcomes			36

Executive Compensation Policies and Practices			45

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			47

COMPENSATION COMMITTEE REPORT			48

RISK ASSESSMENT IN COMPENSATION PROGRAMS			49

EXECUTIVE COMPENSATION TABLES			50

PAY RATIO DISCLOSURE			59

PAY VERSUS PERFORMANCE DISCLOSURE			60

PROPOSAL 2 – ADVISORY APPROVAL OF THE COMPANY’S NAMED EXECUTIVE OFFICERS’ COMPENSATION			66

AUDIT COMMITTEE REPORT			67

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AUDIT FEES			68

AUDIT COMMITTEE CHAIR’S LETTER			70

PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			71

STOCK OWNERSHIP			72

Security Ownership of Directors and Management and Certain Beneficial Owners			72

REVIEW OF RELATED PERSON TRANSACTIONS			74

Policy for Approval of Related Person Transactions			74

ADDITIONAL INFORMATION			75

Communications with the Board			75

Process for Stockholder Proposals and Director Nominations			75

Householding of Proxies			76

Additional Filings			76

Costs of Solicitation			77

OTHER BUSINESS			78

APPENDICES

Appendix A: Questions and Answers			79

Appendix B: Reconciliation of Certain Non-GAAP Measures			84

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PROXY SUMMARY

This summary highlights certain information contained in the Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting. For more complete information regarding Peabody’s 2024 performance, please review Peabody’s Annual Report on Form 10-K for the year ended December 31, 2024. This Proxy Statement and related materials were first made available on the internet or mailed to stockholders on or about March 27, 2025.


2025 Annual Meeting Overview
Date and Time			May 8, 2025, at 9:00 a.m. Central Time
Place			Peabody Plaza, 701 Market Street, St. Louis, Missouri 63101 and online at www.virtualshareholdermeeting.com/BTU2025
Virtual Meeting			To allow as many stockholders as possible to participate, our meeting will be also available virtually on the Internet at www.virtualshareholdermeeting.com/BTU2025.
Record Date			March 13, 2025
Voting			Stockholders of record as of the close of business on the record date are entitled to vote. Each share of Common Stock of Peabody (“Common Stock”) is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.
Stock Outstanding on Record Date			121,567,314 shares of Common Stock

ROADMAP OF VOTING MATTERS

Stockholders are being asked to vote on the following matters at the 2025 Annual Meeting:


Proposal	Board Recommendation	More Information
1.Election of directors	FOR each Nominee	Page 8
2.Advisory approval of Peabody’s named executive officers’ compensation	FOR	Page 66
3.Ratification of the appointment of Ernst & Young LLP as Peabody’s independent registered public accounting firm for the fiscal year ending December 31, 2025	FOR	Page 71


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GOVERNANCE HIGHLIGHTS

We are committed to good corporate governance, which we believe promotes the long-term interests of stockholders. The Corporate Governance section beginning on page 24 describes our governance framework, which includes the following highlights:


Governance Highlights

Board Practices						Stockholder Matters
R Non-Executive Chair						R Active and Ongoing Stockholder Outreach
R 7 of 8 Current Directors are Independent						R Annual “Say-on-Pay” Advisory Vote
R Regular Executive Session of Independent Directors						R Proxy Access Rights
R Annual Election of All Directors						R Stockholder Right to Call Special Meetings
R Annual Board and Committee Evaluations						Other Best Practices
R Structured Process for Board’s Risk Oversight						R Robust Stock Ownership Requirements
R Majority Voting in Director Elections						R Strong Insider Trading Policy and Training
R Limits on Outside Board Service						R Prohibition on Hedging and Pledging Stock
R Diverse Backgrounds and Expertise of Directors						R Formal CEO Succession Planning Process

APPROACH TO SUSTAINABILITY, HUMAN CAPITAL AND GOVERNANCE

We recognize that the long-term success of our Company depends on our ability to generate cash flows while managing the diverse risks facing the company. We take a holistic approach to identifying and managing these risks, focusing on supporting our customers' and other stakeholders' goals to generate value for our stockholders.

Our Board has ultimate oversight for how the company identifies and addresses risks, including risks relating to sustainability, human capital and governance. As a fundamental component of our strategy, we focus on identifying, managing and mitigating risk. Our Nominating and Corporate Governance Committee, Compensation Committee and Health, Safety, Security and Environmental Committee advise the entire Board on certain aspects of these risks. The executive leadership team and senior management execute the strategy and supporting programs, and our global workforce turn these programs into on-the-ground practices that yield meaningful outcomes for our business.

We believe our executive compensation program is consistent with best practices, aligns management's interests with those of stockholders and incorporates objective, measurable sustainability and safety metrics.

Additional information regarding our approach to and progress on risks associated with sustainability, human capital, governance and other issues can be found within our annual Sustainability Report available at https://www.peabodyenergy.com/Peabody/media/MediaLibrary/2025_Peabody_Sustainability_Report.pdf. Our annual Sustainability Report is reviewed by Peabody’s Board of Directors and executive leadership team. Our website and our Sustainability Report are not incorporated by reference and should not be considered part of this proxy statement.

Governance: From our offices in St. Louis and Brisbane, to our mines across the U.S. and Australia, Peabody is committed to safety, sustainability and integrity. The governing principles that guide our Board enable the operational excellence, focused engagement and financial strength to meet these values.

Integrity is embedded in our corporate culture and facilitates ethical decision-making, allowing us to build trust among stakeholders and supporting stability within the business. These values are communicated in our Code of Business Conduct and Ethics and related anti-corruption policies, as well as to our suppliers through our Vendor Code of Conduct.

These policies and procedures require compliance with local, state, federal, tribal and international laws and regulations, and are designed to promote the best interests of the enterprise and enhance our reputation as a world-class, responsible mining company. Our governance practices include, but are not limited to, an independent non-executive Board chair; a majority independent Board; independent Board committees; regular


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executive sessions of independent directors; annual election of all directors; annual Board and committee evaluations; a structured process for Board risk oversight; majority voting in director elections; limits on outside board service; diverse backgrounds and expertise of directors; an annual “Say-on-Pay” advisory vote; proxy access rights; and robust stock ownership requirements for both directors and the executive leadership team.

Human Capital: Our human capital approach begins with the belief that people are at the core of Peabody's ability to deliver business results and serve our communities. At Peabody, our enduring success is built on the strength, dedication and expertise of our people. We are committed to our values: fostering a workplace that prioritizes safety, values people, upholds integrity, promotes leadership, pursues excellence, focuses on customers and champions sustainability.

Safety First. We are committed to maintaining a workplace that prioritizes the health and well-being of our employees. Our goal is to achieve and sustain zero harm through rigorous safety protocols, continuous training and a culture that empowers all employees to prioritize safety in every aspect of their work and to speak up as as a change agent — including through our "Tell Peabody" line — to address potentially unsafe situations.

People-Centric Culture. Peabody cultivates a people-centric culture that values the backgrounds and experiences of our workforce, and fosters an environment where every employee feels respected, heard and empowered to contribute those unique skills and perspectives. In order to attract and retain the best talent to our business, our policies and practices support diversity of thought, perspective, sexual orientation, gender, gender identity and expression, race, ethnicity, culture and professional experience, among others. The company’s inclusion programs are formalized in policy and practice and are embedded in our Equal Employment Opportunity policy and our Code of Business Conduct and Ethics.

Peabody acknowledges the significant risk to our business of not being able to access the talent necessary for our operations to succeed. We are working to address this risk in a number of ways:

•We are establishing talent pipelines in high schools, trade schools and universities, including programs designed to recruit from groups historically underrepresented in our workforce.

•We are recruiting internationally for hard-to-fill technical roles and leveraging favorable work visa arrangements between the United States and Australia.

•We are building on our previous success in recruiting military veterans to our business with targeted outreach.

Peabody strives to attract and retain the most talented people, and to provide development opportunities to help employees reach their full potential and to advance their careers. We invest in our employees through health and wellness programs, competitive total rewards packages and development opportunities. Peabody also recognizes the importance of leadership at every level of our organization. We invest in leadership development programs — particularly for front-line leaders — to empower our employees to take on leadership roles, driving innovation and guiding the company towards sustained growth. We believe that training our leaders to be engaged and effective managers is the best way to support and develop our entire workforce, which in turn drives results for our stockholders.

Through our Employee Value Proposition, we seek our employees' feedback — including through surveys and focus groups — and commit to using this information to improve workplace engagement and satisfaction. We endeavor to engage with our organized workforce and foster strong relationships with those organizations built on trust and communication.

Peabody forges strong and respectful relationships with indigenous peoples wherever we operate based upon comprehensive engagement and communication frameworks established throughout the mining process. In addition, we offer philanthropic support to organizations that our people and communities support.

Sustainability: Our approach to sustainability is to focus on responsible coal mining with leading stewardship practices while creating value for our stockholders. Before any mining activity begins, we complete comprehensive baseline studies. We consider local ecosystems, geology, surface water, groundwater, land uses and other relevant resources to support detailed assessments. These inform our mine plans and mitigation measures to reduce potential impacts from our operations. At the center of our strategy is a focus on sustainable mining and industry-leading practices to make the most efficient use of natural resources. This includes a focus on progressive land reclamation to lessen surface disturbance, initiatives to reduce


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greenhouse gas intensity and energy consumption, water conservation and stewardship and advancing recycling and waste management programs.

Society has a growing need for energy and a desire to reduce emissions, and we believe both goals can be achieved by embracing technology. Peabody recognizes that the effects of climate change must be addressed and that a concerted global effort is required to reduce greenhouse gas (GHG) emissions.

We support global efforts to reduce emissions as an opportunity to collaborate and innovate with our customers as one piece of a broader energy ecosystem, and we believe our steelmaking coal will be key to the development of energy and other infrastructure. We intend to create further value for our stockholders by reducing emissions at our operations and developing opportunities to support our customers' climate commitments, including investment in advancing technology and the development of renewables. Importantly, we believe these efforts must balance the need for emissions reductions with the necessity for affordable, reliable energy and steel.

As one part of the energy and steelmaking value streams, Peabody is working to reduce our GHG emissions to better align with the goals of our customers. We commit to establish and report out in our annual Sustainability Report on specific, measurable short-term targets that will move us along this path, while supporting the technology and innovation necessary for long-term success. We have achieved our first incremental target, to reduce our Scope 1 and Scope 2 GHG emissions by 15 percent from our 2018 baseline. We have established a new target of reducing our Scope 1 and 2 emissions by 20%, from a 2023 baseline, by 2030.

Innovation and technology must be used to reduce emissions, including carbon capture and future carbon offset frameworks.

United Nations Global Compact

In early 2019, Peabody became a signatory to the United Nations Global Compact, the world’s largest global corporate sustainability initiative. The UN Global Compact provides a universal framework for sustainability in the areas of human rights, labor, environment and anti-corruption. We endeavor to incorporate the UN Global Compact and its principles in our strategy, culture and operations. We support collaborative projects, which advance the broader development goals of the United Nations and are in line with our mission and values. We reaffirm our support of the Ten Principles of the UN Global Compact in the areas of human rights, labor, environment and anti-corruption. We will continue to outline our actions and efforts to integrate the UN Global Compact and its principles into our business strategy, culture and operations in our annual Communications on Progress.


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DIRECTOR NOMINEES

EXECUTIVE COMPENSATION HIGHLIGHTS

Peabody’s 2024 executive compensation program included several features designed to demonstrate our pay-for-performance approach to executive compensation, which we have developed through continued engagement and feedback from our stockholders. This approach aligns with Peabody’s business strategy and is intended to motivate and reward our leaders for long-term performance and enhanced company value. We believe that our 2024 executive compensation program's emphasis on Adjusted EBITDA and Free Cash Flow, with the addition of two new operational metrics of cost and volume, and a Relative Total Shareholder Return (rTSR) modifier, aligns well with the interests of our stockholders.


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The 2024 executive compensation program for our named executive officers (“Named Executive Officers” or “NEOs”) is summarized in the following table:

______________________________________________________________________________

1The performance metrics applicable to NEO awards are explained below under “Compensation Discussion and Analysis.”

2Adjusted EBITDA and Free Cash Flow - LTIP are not recognized terms under GAAP. These measures are defined and reconciled to the nearest GAAP measure in Appendix B to this proxy statement.

3The four segments are: Seaborne Thermal, Seaborne Metallurgical, Powder River Basin and Other U.S. Thermal

4The time-based awards generally vest ratably over a three-year period. Performance awards have a 2-year performance period with an additional year of vesting required. Payout of these awards will be made after year 3, dependent on achievement of the Company's performance goals, as well as the Company's 3-year rTSR performance to a rTSR peer group described on page 43.

5Half of earned performance share units will be settled in cash and half will be settled in stock.

BOARD RESPONSIVENESS TO STOCKHOLDERS

Stockholder Outreach

Peabody engaged in open and constructive dialogue with its stockholders throughout 2024 and into 2025. During this time, Peabody reached out to 30 institutional stockholders, representing about 81.2% of total shares outstanding as of December 31, 2024 to solicit feedback on Peabody’s strategy, compensation programs and other matters.


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Matters Discussed

In addition to Say-on-Pay matters, members of the Peabody team discussed Peabody’s strategy and value proposition; fundamental drivers of the long-term success of the business; Peabody’s holistic approach to risk identification and mitigation, including sustainability; and Board composition and operations, among other items.

Program Structure

Structural changes, which are detailed in the CD&A section of this proxy statement, were made to the 2024 Short-Term and Long-Term Incentive Plan designs to enhance stockholder alignment, ensure a market competitive practice, reduce volatility and motivate operational performance; however, these changes were not the result of stockholder feedback. Based on the discussions described above, stockholders did not identify any concerns regarding Peabody’s compensation programs. Given this, we believe that the 2024 compensation program remains properly aligned with stockholder feedback.

SUMMARY OF CERTAIN EXECUTIVE COMPENSATION PRACTICES

The table below highlights our current executive compensation practices, including practices we have implemented because we believe they drive performance, and the practices we have not implemented because we do not believe they would serve our stockholders’ long-term interests.


Executive Compensation Practices

What We Do
R			We Do have a pay-for-performance philosophy, which ties compensation to the creation of stockholder value
R			We Do use multiple performance metrics for STIP and LTIP awards
R			We Do use competitive market information to inform compensation decisions
R			We Do grant a majority of the CEO’s compensation in the form of performance-based awards
R			We Do use an independent compensation consultant
R			We Do have reasonable severance and change in control protections that require involuntary termination to trigger
R			We Do have a clawback policy covering both cash and equity
R			We Do have policies prohibiting hedging/pledging of Peabody’s stock
R			We Do have robust stock ownership guidelines for our directors and NEOs
R			We Do use objective, measurable sustainability and safety metrics

What We Don’t Do
S			We Don’t allow discounting, reloading or repricing of stock options without stockholder approval
S			We Don’t have “single trigger” vesting of outstanding equity-based awards based on a change in control
S			We Don’t maintain compensation programs that encourage unreasonable risk-taking
S			We Don’t have employment agreements with our U.S.-based NEOs
S			We Don’t have excessive perquisites
S			We Don’t have transferability on equity awards
S			We Don't utilize spring-loaded awards

QUESTIONS AND ANSWERS

Please see the Questions and Answers section in Appendix A beginning on page 79 for important information about the Proxy Statement, the 2025 Annual Meeting, the proposals and voting. Additional questions may be directed to the Corporate Secretary at Peabody Energy Corporation, Peabody Plaza, 701 Market Street, St. Louis, Missouri 63101 or by calling (314) 342-3400.


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PROPOSAL 1 – ELECTION OF DIRECTORS

The Board has nominated M. Katherine Banks, Andrea E. Bertone, William H. Champion, Nicholas J. Chirekos, Stephen E. Gorman, James C. Grech, Joe W. Laymon and Bob Malone for election as directors, each to serve for a term of one year or until his or her successor is duly elected and qualified. None of the Board's director nominations is required under any contractual arrangement. Each nominee is currently serving as a director and has consented to serve for the new term, and each nominee was previously elected to serve for a one-year term at our 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting"). Should any of the nominees become unavailable for election, your proxy authorizes each of Stephen E. Gorman and/or Scott T. Jarboe to vote for such other person, if any, as the Board may recommend.

Overview of Director Election Process

Pursuant to the Amended and Restated Bylaws (“bylaws”), the Board shall consist of at least three members and no more than 15, and may be fixed from time to time by a resolution adopted by the Board or by the stockholders. The Board currently consists of eight members. Directors need not be stockholders at the time of nomination but are subject to certain share ownership requirements, as described below.

Each director to be elected by stockholders shall be elected by the vote of a majority of the stockholders, except that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of votes. There is no cumulative voting in the election of directors. Directors may be removed, with or without cause, by a majority vote of our voting stock.

All directors will be in one class and serve for a term ending at the annual meeting following the annual meeting at which the director was elected. Each of our current directors is subject to re-election at our 2025 Annual Meeting.

The Board recommends that you vote “FOR” the director nominees named below.


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*Ages as of March 27, 2025

Director Selection and Evaluation Process

Current Board

Our current Board consists of our President and CEO, James C. Grech, and seven independent directors: Bob Malone (Chair), M. Katherine Banks, Andrea E. Bertone, William H. Champion, Nicholas J. Chirekos, Stephen E. Gorman, and Joe W. Laymon. All of our current Board members were elected to serve for a one-year term at the 2024 Annual Meeting.

Overview of Director Nominating Process

The Board believes one of its primary goals is to advise management on strategy and to monitor and provide oversight of its performance. The Board also believes the best way to accomplish this goal is by choosing directors who possess a diversity of experience, knowledge and skills that are particularly relevant and helpful to us. As such, current Board members and director nominees possess a wide array of skills and experience in the coal industry, related energy industries and other important areas, including engineering, finance and accounting, operations and environmental affairs, international affairs, governmental affairs and administration, public policy, corporate governance, board service and executive management. When evaluating potential members, the Board seeks to enlist the services of candidates who possess high ethical standards and a combination of skills and experience which the Board determines are the most appropriate to meet its objectives. The Board believes all candidates should be committed to creating value over the long term and to serving our best interests and the best interests of our stockholders.

The Nominating and Corporate Governance Committee is responsible for identifying, evaluating and recommending qualified candidates for election to the Board. The Nominating and Corporate Governance Committee will consider director candidates submitted by stockholders in accordance with the process outlined below.


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Any stockholder wishing to submit a candidate for consideration should send the following information to the Corporate Secretary, Peabody Energy Corporation, Peabody Plaza, 701 Market Street, St. Louis, Missouri 63101:

–Stockholder’s name, number of shares owned, length of period held and proof of ownership;

–Candidate’s name, age and address;

–A detailed resume describing, among other things, the candidate’s educational background, occupation, employment history and material outside commitments (e.g., memberships on other boards and committees, charitable foundations, etc.);

–A supporting statement that describes the candidate’s reasons for seeking election to the Board and documents the candidate’s ability to satisfy the director qualifications criteria described above;

–A description of any arrangements or understandings between the stockholder and the candidate; and

–A signed statement from the candidate confirming his/her willingness to serve on the Board, if elected.

Stockholders may submit potential director candidates for consideration at any time in accordance with these procedures. The Nominating and Corporate Governance Committee will consider such candidates if a vacancy arises or if the Board decides to expand its membership, and at such other times as the Nominating and Corporate Governance Committee deems necessary or appropriate. The proxy access provisions of our bylaws permit eligible stockholders to include stockholder-nominated director candidates in our proxy materials for annual meetings of stockholders. Separate procedures apply if a stockholder wishes to nominate a director candidate at the 2026 Annual Meeting. Those procedures are described below under the heading “Additional Information—Process for Stockholder Proposals and Director Nominations.”

Under its charter, the Nominating and Corporate Governance Committee must review with the Board, at least annually, the requisite qualifications, independence, skills and characteristics of Board candidates, members and the Board as a whole. While the selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, the Nominating and Corporate Governance Committee believes candidates should generally meet the criteria listed below under the heading “Director Qualifications.” The Nominating and Corporate Governance Committee will consider candidates submitted by a variety of sources, including stockholder nominees, when filling vacancies and/or expanding the Board and will evaluate each potential candidate’s educational background, employment history, outside commitments and other relevant factors to determine whether the candidate is potentially qualified to serve on the Board. Qualified stockholder nominees will be evaluated on the same basis as those submitted by Board members or other sources.

The Nominating and Corporate Governance Committee believes that its process for selecting directors will consistently produce highly qualified, independent Board members. However, the Committee may choose, from time to time, to use additional resources (including independent third-party search firms) after determining that such resources could enhance a particular director search.

Director Qualifications

Under its charter, the Nominating and Corporate Governance Committee reviews with the Board, at least annually, the requisite qualifications, independence, skills and characteristics of Board candidates, current Board members and the Board as a whole. While the selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, the Nominating and Corporate Governance Committee believes that candidates should generally meet the following criteria:

•Broad experience and a successful track record at senior levels in business, government, education, technology, accounting, law, consulting and/or administration;

•The highest personal and professional ethics, integrity and values;

•Commitment to representing our long-term interests and those of all our stockholders;

•An inquisitive and objective perspective, strength of character and the mature judgment essential to effective decision-making;


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•Expertise that is useful to us and complementary to the background and experience of other Board members; and

•Sufficient time to devote to Board and committee activities and to enhance their knowledge of our business, operations and industry, especially in light of other commitments and board appointments.

The Board believes that all of our current directors meet these criteria. In addition, as outlined below, each director brings a strong and unique background and set of skills to the Board, giving the Board competence, experience and diversity in a wide variety of areas, including mining and related industries, end-user segments (energy/steel), mergers and acquisitions (“M&A”), finance and accounting, human capital and organizational health, restructuring, global operations, health, safety and environmental affairs, international, governmental affairs and administration, public policy, corporate governance, legal and regulatory, board service and executive management. We believe the Board as a whole and each of our directors individually possess the necessary qualifications and skills to effectively advise management on strategy, monitor our performance and serve the best interests of our stockholders. Further, as a result of the Nominating and Corporate Governance Committee's assessment process and through engagement with each director, the Board believes that each director does retain sufficient time in his or her schedule to devote to service on the Board.

The following table shows our directors’ specific skills, knowledge and experience—as self-reported by each director—that the Nominating and Corporate Governance Committee and Board relied upon when determining whether to nominate the individual for election. A particular nominee may possess other valuable skills, knowledge or experience even though they are not indicated below.


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Diversity

Peabody is an equal opportunity employer and, in addition, one of our core values is to offer an inclusive workplace. In order to attract and retain the best talent to our organization, our policies and practices support diversity of thought, perspective, sexual orientation, gender, gender identity and expression, race, ethnicity, culture and professional experience, among others. While the Board does not have a formal policy of considering diversity when evaluating director candidates, the Board does believe that its members should reflect diversity in perspectives and experiences, including in professional experience, cultural experience, gender and ethnic background. These factors, together with the director qualifications criteria noted above, are considered by the Nominating and Corporate Governance Committee in assessing potential new directors.

Board Evaluations

The Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively. Pursuant to its charter, the Nominating and Corporate Governance Committee is responsible for developing and administering an annual review process to evaluate the performance of the Board. This annual review process includes the annual solicitation of comments from all directors, after which the Nominating and Corporate Governance Committee reports to the Board with an assessment of the Board’s performance, which is discussed by the full Board. The Board has confirmed that each committee and the Board as a whole is functioning effectively.

Board Training and Development

From time to time, the Board members attend ongoing training and development sessions. Our directors are members of the National Association of Corporate Directors, and from time to time attend trainings provided through that and other organizations. Periodically, our directors participate in crisis management training sessions presented by the Company’s advisors. As part of the Company’s information security training program, our directors also participate in various cybersecurity awareness activities, including formal training and simulated phishing events.


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ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS

Committee Overview

The table below shows the current chairs and membership of the Board and each standing Board committee and the number of Board and committee meetings held during 2024.

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Committee Role and Responsibilities

The specific roles and responsibilities of the Board’s Audit, Compensation, Nominating and Corporate Governance, Executive and Health, Safety, Security and Environmental Committees are delineated in written charters adopted by the Board for each committee. Each member of the Audit, Compensation, Nominating and Corporate Governance and Health, Safety, Security and Environmental Committees is independent in accordance with our Corporate Governance Guidelines, which applies the independence standards (the “Independence Standards”) included in the New York Stock Exchange (“NYSE”) Listed Company Manual and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Our Corporate Governance Guidelines and the charters of each of the Board’s committees are available on the “Governance Documents” page under the “Investor” section of our website at: www.peabodyenergy.com. As provided in their charters, each committee is authorized to engage or consult from time to time, as appropriate, at the Company's expense, with outside independent legal counsel or other experts or advisors it deems necessary, appropriate or advisable to discharge its duties.

All the members of the Audit Committee are independent under regulations adopted by the Securities and Exchange Commission (“SEC”), NYSE listing standards and the Independence Standards. The Board has determined that each member of the Audit Committee is financially literate under NYSE guidelines, and Mr. Chirekos is an audit committee financial expert pursuant to the criteria prescribed by the SEC. The Audit Committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

All the members of the Board's Compensation, Nominating and Corporate Governance and Health, Safety, Security and Environmental Committees are independent under NYSE listing standards and the Independence Standards.


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See the “Audit Committee Report” on page 67.


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The “Special Committee” is comprised of the independent members of the Board. It is responsible for decisions regarding the compensation of the CEO.

See “Compensation Discussion and Analysis” beginning on page 28 for more information. The Compensation Committee has the sole discretion to retain or obtain the advice of any compensation consultant, legal counsel or other advisor to assist in the Compensation Committee’s evaluation of executive compensation, including the sole authority to approve fees for any such advisor. The Compensation Committee is also responsible for assessing the independence of any such advisor. The Committee may form and delegate authority to subcommittees where appropriate and may delegate certain grant authority to our officers under our 2017 Incentive Plan, subject to limitations under applicable law and the terms of the 2017 Incentive Plan.


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Director Attendance

The Board met 20 times in fiscal year 2024 due, in large part, to special meetings that were convened to evaluate various opportunities available to the Company. During fiscal year 2024, each incumbent director attended 75% or more of the aggregate number of meetings of the Board and their assigned committees during the period for which they served on the Board or such committees, and their average attendance was approximately 96%.

In accordance with Peabody's Corporate Governance Guidelines, the non-management directors meet in executive session at least quarterly. During fiscal year 2024, our non-management directors met in executive session 15 times. The Board Chair, Mr. Malone, chaired these executive sessions.

Under Board policy, each director is expected to attend our annual meetings of stockholders in person, subject to occasional excused absences due to illness or unavoidable conflicts. All of our directors attended the 2024 Annual Meeting in person, and all of our director nominees are expected to attend the 2025 Annual Meeting.


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Board’s Role in Risk Oversight

The Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to enhance long-term organizational performance and stockholder value. A fundamental part of risk management is not only understanding the risks we face, how those risks may evolve over time and what steps management is taking to manage and mitigate those risks, but also understanding what level of risk tolerance is appropriate for us. Management is responsible for the day-to-day management of the risks we face, while the Board, as a whole and through its committees, is responsible for the oversight of risk management.

In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board regularly reviews information regarding marketing, operations, safety performance, trading, finance, business development, cybersecurity function and strategy, employee safety, sustainability and human capital objectives, policies and performance as well as the risks associated with each. In light of the evolving artificial intelligence landscape, in the past year the Board requested and received special briefings on risks associated with these developing technologies. In addition, the Board holds strategic planning sessions with management to discuss our strategies, key challenges and risks and opportunities. The full Board receives reports on our enterprise risk management initiatives on at least an annual basis and oversees the process of identifying and mitigating our material risks.

The Board maintains direct oversight over cybersecurity risks. Peabody’s management is responsible for the day-to-day management of the risks the Company faces related to cybersecurity. Senior leadership, including Peabody’s Chief Information Security Officer, regularly briefs the Board on cybersecurity matters, and the Board is informed of cybersecurity incidents deemed to have a moderate or higher business impact, even if such incidents are determined to be immaterial, on an ongoing basis. While Peabody has experienced cybersecurity incidents in the past, to date none have materially affected the Company’s business strategy, results of operations or financial condition. Peabody continues to invest in the cybersecurity and resiliency of its networks and to enhance its internal controls and processes, which are designed to help protect its systems and infrastructure and the information they contain.

Peabody’s global cybersecurity department is responsible for overall cybersecurity strategy, policy, operations and cybersecurity incident response. As part of the Company’s information security training program, all employees and directors participate in annual cybersecurity awareness training, including formal training and simulated phishing events. We maintain an updated cybersecurity policy and incident response plan.

While the Board is ultimately responsible for risk oversight, Board committees have been allocated responsibility for specific aspects of risk oversight. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, risk assessment and risk management. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the risks arising from our compensation policies and programs and human capital matters. The Health, Safety, Security and Environmental Committee assists the Board in fulfilling its oversight responsibilities with respect to the risks associated with our health, safety, security and environmental and sustainability objectives, policies and performance. The Nominating and Corporate Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the risks associated with board organization, membership and structure, ethics and compliance, political contributions and lobbying expenditures, succession planning for our directors and executive officers and corporate governance.

Board Independence

In accordance with our Corporate Governance Guidelines, a majority of our Board must be independent as defined by the NYSE listing standards and the Exchange Act. As required by the NYSE listing standards, the Board evaluates the independence of its members at least annually, and at other appropriate times when a change in circumstances could potentially impact the independence or effectiveness of one or more directors (such as in connection with a change in employment status or other significant status changes). This process is administered by the Nominating and Corporate Governance Committee, which consists entirely of directors who are independent under applicable NYSE rules. After carefully considering all relevant relationships, the


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Nominating and Corporate Governance Committee submits its recommendations regarding independence to the full Board, which then makes a determination with respect to each director.

The Board has determined that all of its current members, except for Mr. Grech, are independent. In making independence determinations, the Nominating and Corporate Governance Committee and the Board consider all relevant facts and circumstances, including (1) the nature of any relationships with us, (2) the significance of the relationship to us, the other organization and the individual director, (3) whether or not the relationship is solely a business relationship in the ordinary course of our and the other organization’s businesses and does not afford the director any special benefits and (4) any commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. For purposes of this determination, the Board generally deems any relationships that have expired for more than three years to be immaterial. The Board also considered the relationships described below in “Review of Related Person Transactions.” The Audit Committee, Compensation Committee, Health, Safety, Security and Environmental Committee and Nominating and Corporate Governance Committee are each comprised entirely of independent directors.

Board Leadership Structure

Our Board leadership structure provides for strong oversight by independent directors. The Board is currently comprised of Mr. Grech and seven independent directors. All Board committees are chaired by and composed entirely of independent directors, except for the Executive Committee, of which Mr. Grech is a member.

Our bylaws and Corporate Governance Guidelines permit the roles of Chair and CEO to be filled by different individuals. In 2017, the Board elected Mr. Malone to the role of non-executive Chair of the Board of Peabody and continues to believe that separating the roles of Chair and CEO is in the best interest of our stockholders. The Board believes that the current structure provides many advantages to the effective operation of the Board and enhances the Board’s oversight of management.

As Chair, Mr. Malone’s duties are to:

•Manage the affairs of the Board;

•Preside at meetings of the Board, at executive sessions of the independent directors and at meetings of our stockholders;

•Call meetings of the Board and the independent directors of the Board;

•Organize the work of the Board, with assistance from Peabody’s CEO and Corporate Secretary, including to establish annual Board schedules and meeting agendas, to ensure the Board is provided with accurate and timely information and to consult with other directors concerning such matters;

•By standing invitation, attend meetings of those committees of the Board of which the Chair is not a listed member (in each case as a non-voting member);

•Facilitate effective communication among directors;

•Review and approve minutes of the meetings of the Board and stockholders;

•In conjunction with the Nominating and Corporate Governance Committee, ensure that processes governing the Board’s work are effective to enable the Board to exercise oversight and due diligence;

•Promote Board effectiveness by working with the Nominating and Corporate Governance Committee to: (1) plan Board and committee composition, Board recruitment, new director orientation, director education and Board succession planning; (2) coordinate the Board evaluation process and obtain director feedback; (3) review changes in the circumstances of existing directors, determine if directors’ other commitments conflict with their Board duties and review requests from the CEO to sit on the boards of other organizations; and (4) formulate governance policies and procedures that best serve the interests of Peabody and its stockholders;

•Coordinate periodic Board review of, and input regarding, management’s strategic plan for Peabody;

•With the assistance of the Compensation Committee, lead the annual Board performance evaluation of the CEO and communicate the results to the CEO;

•Lead the Board’s review of the succession plan for the CEO and other key executives;

•Facilitate communication between the directors and the CEO;

•Provide advice and counsel to the CEO, serve as an advisor to the CEO concerning the interests of the Board and the Board’s relationship with management and brief the CEO on issues and concerns arising from Board executive sessions;

•Facilitate the role of the Board in crisis management, where appropriate;

•If requested by the CEO or the Board, attend meetings or communicate with outside stakeholders; and


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•In consultation with the CEO, share Peabody’s views on policies or corporate matters with other boards and organizations when required.

As CEO, Mr. Grech has primary responsibility for the day-to-day operations of Peabody and provides leadership on our key strategic objectives.

Corporate Governance

Good corporate governance is a priority at Peabody. Our key governance practices are outlined in our Corporate Governance Guidelines, committee charters and Code of Business Conduct and Ethics. These documents can be found on our website (www.peabodyenergy.com) by clicking on “Investor,” then “Governance Documents.” Information on our website is not considered part of this Proxy Statement.

The Nominating and Corporate Governance Committee is responsible for reviewing the Corporate Governance Guidelines from time to time and reporting and making recommendations to the Board concerning corporate governance matters. Each year, the Nominating and Corporate Governance Committee, with the assistance of outside experts, reviews our corporate governance practices, not only to ensure that they comply with applicable laws and NYSE listing requirements, but also to ensure that they continue to reflect what the Nominating and Corporate Governance Committee believes are best practices and to promote our best interests and the best interests of our stockholders.

Director Service on Other Public Company Boards

As stated above, when reviewing qualifications, independence, skills and characteristics of Board candidates and nominees, the Nominating and Corporate Governance Committee examines, including through interactions with individual directors, whether such candidates or nominees have any material outside commitments (e.g., memberships on other boards and committees, charitable foundations, etc.) which might adversely affect their performance as a director on the Board. Current directors are required to advise the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee prior to accepting an invitation to serve on another public company board.

It is the current view of the Board that no director should serve on more than four public company boards, including the Board. Except in extraordinary circumstances, and only after the Board has determined that such simultaneous service would not impair the ability of the director to serve effectively on Peabody’s Audit Committee, no member of Peabody’s Audit Committee shall serve simultaneously on the audit committee of more than two other public companies. For purposes of this guideline and as provided under NYSE rules, (i) service on the boards of multiple funds within a single fund complex shall be deemed as service on one public company board, and (ii) service on multiple audit committees within a single fund complex shall be deemed as service on one public company audit committee.

Majority Voting and Mandatory Director Resignation Policy

Our bylaws provide for majority voting in the election of directors. In the case of uncontested elections, in order to be elected, the number of shares voted in favor of a nominee must exceed 50% of the number of votes cast with respect to that nominee’s election at any meeting of stockholders for the election of directors at which a quorum is present. Votes cast include votes against or votes to withhold authority with respect to that nominee’s election, but exclude abstentions and broker non-votes.

If a nominee is an incumbent director and does not receive a majority of the votes cast with respect to the nominee’s election, such director is expected to promptly tender his or her resignation to the Chair of the Board following certification of the stockholder vote. The Nominating and Corporate Governance Committee will promptly consider the resignation submitted by such director and will recommend to the Board whether to accept or reject the tendered resignation. In considering whether to accept or reject the tendered resignation, the Nominating and Corporate Governance Committee will consider all factors deemed relevant by its members. The Board will act on the Nominating and Corporate Governance Committee’s recommendation no later than 90 days following the date of the stockholders’ meeting where the election occurred. In considering the Nominating and Corporate Governance Committee’s recommendation, the Board will consider the factors considered by the Nominating and Corporate Governance Committee and such additional information and factors the Board deems to be relevant. Any director who tenders his or her resignation under our Corporate


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Governance Guidelines will not participate in the Nominating and Corporate Governance Committee recommendation or Board consideration regarding whether to accept the tendered resignation.

In the case of contested elections, directors will be elected by a plurality of the votes of the shares present in person or by proxy and voting for nominees in the election of directors at any meeting of stockholders for the election of directors at which a quorum is present. For these purposes, a contested election is any election of directors in which the number of candidates for election as directors exceeds the number of directors to be elected.

Term Limits, Retirement Age and Board Refreshment

Pursuant to our Corporate Governance Guidelines, the Board has not established term limits for directors. While term limits facilitate Board refreshment, they can also result in the loss of experience and expertise that is critical to effective operation of the Board. Longer tenured directors can provide valuable insight into the Company and its operations. To ensure that the Board continues to evolve and benefit from fresh perspectives and ideas, the Nominating and Corporate Governance Committee evaluates qualifications and contributions of each incumbent director before recommending the nomination of such director for an additional term.

The Board has adopted a retirement age of 75 for all directors. No director who is, or would be over, the age of 75 at the expiration of his or her current term may be nominated to a new term pursuant to our Corporate Governance Guidelines.The Board believes this to be an efficient way to achieve Board refreshment while maintaining a consistent level of Board experience. In light of the proscribed retirement age, the Nominating and Corporate Governance Committee has begun actively planning for Board succession and transition.

Code of Business Conduct and Ethics

We have adopted a code of ethics, the “Code of Business Conduct and Ethics,” which can be found on our website (www.peabodyenergy.com) by clicking on “Investor” and then “Governance Documents.” The Code of Business Conduct and Ethics applies to all our directors, officers and salaried employees. Information on our website is not considered part of this Proxy Statement.

Succession Planning

Pursuant to the Corporate Governance Guidelines, our CEO provides the Board with an annual report on succession planning for all executive officers, other than the CEO, and related development recommendations. The report includes a short-term succession plan which delineates temporary delegation of authority in the event that the CEO or any other executive officer is unable to perform his or her duties. The Board maintains a regular succession planning process with respect to the CEO, which includes identifying potential candidates and progressing the development of internal talent.

Insider Trading Policy

The Board has adopted an insider trading policy governing the purchase, sale, and other disposition of Company securities that applies to all Peabody personnel, including directors, officers, employees, and consultants. The Company also follows procedures for the repurchase of its securities. We believe our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to Peabody. A copy of Peabody's insider trading policy was filed as Exhibit 19.1 to its Annual Report on Form 10-K for the year ended December 31, 2024.

Director Compensation

The 2024 compensation of non-employee directors consisted of (a) cash compensation (annual Board retainers, committee retainers and per meeting fees for Board members in excess of 12 during any calendar year) and (b) equity compensation. Each of these components is described in more detail below. In setting director compensation, the Compensation Committee received input from F.W. Cook, its independent compensation consultant, and acted in compliance with the provisions of our 2017 Incentive Plan, which places a limit of $600,000 total on cash and equity compensation that may be awarded to each non-employee director in any calendar year. Any director who was also our employee received no compensation for serving as a director.


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In October 2023, the Board of Directors approved an increase of $25,000 to total Board compensation (to $265,000 from $240,000) effective for calendar year 2024. Each Board member had a choice between a pay mix of:

•$140,000 cash retainer / $125,000 equity retainer, or

•$132,500 cash retainer / $132,500 equity retainer

The Board of Directors also approved a $5,000 increase to the Nominating & Corporate Governance Committee Chair retainer (to $20,000 from $15,000) and a $15,000 increase to the Non-Executive Chair retainer (to $165,000 from $150,000).

The following table summarizes the non-employee director compensation structure for 2024:


2024 Non-Employee Director Compensation Component	Amount
Annual Cash Retainer
Option 1	$	140,000
Option 2	$	132,500
Additional Committee Chair Cash Retainer
Audit Committee Chair	$	30,000
Compensation Committee Chair	$	20,000
Health, Safety, Security, and Environmental Committee Chair	$	20,000
Nominating and Corporate Governance Committee Chair	$	20,000
Additional Non-Executive Chairman Cash Retainer	$	165,000
Annual Equity Award Value
Option 1	$	125,000
Option 2	$	132,500

In addition, a $1,500 Board meeting fee is paid for each meeting in excess of 12 in one year.

The 2024 equity award for our non-employee directors was comprised of deferred stock units (“DSUs”). The number of DSUs granted to each non-employee director in 2024 was determined by dividing $125,000 (or $132,500, if elected by the director) by the closing price per share of Peabody's Common Stock on the grant date (and rounding down to the nearest whole DSU). DSUs generally vest monthly over 12 months. However, the underlying shares are generally not distributed until the earlier of (1) three years after the grant date and (2) the director’s separation from service, depending on the director’s election.

There are no planned changes to the non-employee director compensation program for 2025.

Other Elements of Board Compensation

In addition to the compensation described above, we paid travel and accommodation expenses of our non-employee directors to attend meetings and other integral corporate functions. Non-employee directors could be accompanied by a spouse/partner when traveling on company business on a charter aircraft. In 2024, there was one instance where a non-employee director was accompanied by a spouse/partner, resulting in a de minimis perquisite and imputed income for the non-employee director. Non-employee directors also had the opportunity to participate in our political action committee charitable match program at the same level and based on the same guidelines applicable to our full-time employees.

The following table sets forth compensation for each director (other than Mr. Grech) who served on the Board in 2024:


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Director	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)	All Other Compensation ($) (3)	Total ($)
Samantha B. Algaze#	61,208	—	—	61,208
M. Katherine Banks	140,000	124,979	—	264,979
Andrea E. Bertone*	166,000	124,979	—	290,979
William H. Champion	144,500	124,979	—	269,479
Nicholas J. Chirekos*	176,000	124,979	5,000	305,979
Stephen E. Gorman*	164,500	124,979	—	289,479
Joe W. Laymon*	164,500	124,979	5,000	294,479
Robert A. Malone^	311,000	124,979	5,000	440,979
David J. Miller#	59,708	—	—	59,708

_________________________________

* Committee Chair

^ Non-Executive Chairman

# Ms. Algaze and Mr. Miller did not stand for re-election at the 2024 Annual Meeting. On May 10, 2024, Ms. Algaze and Mr. Miller each had 28,938 stock awards outstanding.

(1)Fees Earned include the annual retainer and any committee chair or non-executive chair fees or retainers. In addition, a $1,500 Board meeting fee was paid for each meeting in excess of 12. Ms. Algaze, Ms. Bertone, Mr. Chirekos, and Mr. Malone each received in 2024 total 2023 excess meeting fees of $6,000, and, and Mr. Champion, Mr. Gorman, Mr. Laymon and Mr. Miller each received in 2024 total 2023 excess meeting fees of $4,500.

(2)On May 10, 2024, each then-serving non-employee director was granted 5,712 DSUs at a grant date fair value of $21.88 per share. The amount of stock awards shown in the above table are rounded down to the nearest whole DSU. As of December 31, 2024, Mr. Chirekos and Mr. Malone had 12,325 stock awards outstanding, Dr. Banks had 8,073 stock awards outstanding, Ms. Bertone had 36,575 stock awards outstanding, Mr. Champion had 28,338 stock awards outstanding, Mr. Laymon had 39,716 stock awards outstanding, and Mr. Gorman had 11,397 stock awards outstanding. All outstanding stock awards are inclusive of dividend equivalent units.

(3)Amounts listed in All Other Compensation consist of political action committee matching contributions to a charitable organization in accordance with our Political Action Committee program.

Non-Employee Director Share Ownership Requirements

Under our share ownership requirements for directors, each non-employee director is required to acquire and retain Common Stock having a value equal to at least $500,000. Directors are expected to achieve compliance with the guidelines within five years of Board appointment.

If at any time a non-employee director does not meet his or her ownership requirement, the director must retain (1) any Common Stock owned by the director (whether owned directly or indirectly) and (2) any net shares received as the result of the exercise, vesting or payment of any equity award until the ownership requirement is met, in each case unless otherwise approved in writing by the Compensation Committee. For this purpose, “net shares” means the shares of Common Stock that remain after shares are sold or withheld, as the case may be, to (1) pay the exercise price for a stock option award or (2) satisfy any tax obligations, including withholding taxes, arising in connection with the exercise, vesting or payment of an equity award.

Compliance with these requirements is evaluated as of December 31 of each year. The value of an individual’s share ownership as of such date is determined by multiplying the number of shares of our Common Stock or other eligible equity interests held by the individual by the closing price of our stock as of the business day immediately preceding the date of determination. As of December 31, 2024, each non-employee director was in compliance with these requirements except Dr. Banks, who was appointed to the Board in October 2023 and is within the five-year period to achieve compliance with the guidelines.

For purposes of determining stock ownership levels, only the following forms of equity interests are included:

•stock owned directly (including stock or stock units held in any defined contribution plan or employee stock purchase plan and shares of restricted stock);

•stock held by immediate family members residing in the same household or through trusts for the benefit of the person or his or her immediate family members residing in the same household;

•unvested restricted stock or RSUs (provided that vesting is based solely on the passage of time and/or continued service with Peabody); and

•vested and undistributed DSUs.


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COMPENSATION DISCUSSION AND ANALYSIS

Dear Fellow Stockholder:

I am writing to you today on behalf of the entire Compensation Committee of Peabody’s Board of Directors. As members of the Compensation Committee, we take seriously our critical responsibility to ensure that Peabody’s executive compensation programs align with the interests of our stockholders and attract, retain and incentivize our executives to execute Peabody’s long-term business strategy.

Our executive compensation program continues to be grounded in a pay-for-performance approach, with rewards consisting of a combination of base salary, annual incentives and long-term incentives. Our program design balances performance orientation and retention, with 50% of our long-term incentive mix performance-based and 50% time-based. In addition to measuring our financial and operational results, we prioritize the safety of our operations by including two safety metrics in our short-term incentive plan and incentivize our executives to make progress towards our sustainability objectives by tying a portion of our long-term incentives to environmental reclamation at our mine sites.

In 2024, Peabody delivered another year of strong financial and operational performance. Based on 2024 business performance, the following outcomes were realized:

•115.3% overall achievement of the target value of the 2024 short-term incentive program was earned, based upon our strong 2024 financial and operational results.

•The two-year component of the 2023 long term incentive program (covering 2023 and 2024 Free Cash Flow and Environmental Reclamation) was earned at 97.1% of target and will be paid following an additional one-year vesting period.

As previewed in last year’s proxy, the Committee undertook a thoughtful review of the incentive plan designs in 2023 and made several changes to the 2024 structures. Changes were informed by the following guiding principles:

•Enhance alignment between executive and stockholder outcomes, aligned with our pay-for-performance approach (Stockholder Alignment)

•Increase alignment to market practices, particularly among similarly situated mining companies (Market Practice)

•Reduce the impact of pricing volatility on incentive outcomes (Reduce Volatility)

•Motivate operational performance by isolating its incentive outcomes from the impact of pricing volatility (Motivate Operational Performance)

The above principles informed the following changes to our plans for 2024:

Short-Term Incentive Plan

•Reduced the weighting of Adjusted EBITDA from 80% to 40% (Reduce Volatility)

•Introduced an important operational metric in Clean Cash Cost Per Ton with a 40% weighting (Motivate Operational Performance, Reduce Volatility, Market Practice)

•Removed Adjusted EBITDA pricing collar (Stockholder Alignment, Market Practice)

•Increased maximum opportunity from 150% of target to 200% of target (Market Practice)

Long-Term Incentive Plan

•Reduced the weighting of Free Cash Flow from 80% to 40% (Reduce Volatility)

•Introduced an important operational metric in Production Volume with a 40% weighting (Motivate Operational Performance, Reduce Volatility, Market Practice)

•Increased the weighting of LTI elements directly tied to our share price from 50% in the 2023 LTI plan to 75% in the 2024 LTI plan (Stockholder Alignment)

•Introduced a relative total shareholder return (rTSR) modifier, comparing Peabody’s 3-year rTSR performance to its key global coal competitors (Stockholder Alignment)

•Increased maximum opportunity from 150% of target to 200% of target (Market Practice)

In addition to the above LTI changes, Peabody maintained an even balance of performance-based LTI (weighted 50%) and time-based LTI (weighted 50%) and maintained 3-year vesting on all LTI awards.


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On behalf of the Compensation Committee, I would like to thank you for your support. Our Committee remains committed to the ongoing evaluation of executive compensation programs to ensure alignment with the interests of our stockholders and support of our business strategy. Thank you.

Sincerely,

Joe Laymon

Compensation Committee Chair


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Overview

We believe Peabody’s 2024 executive compensation program demonstrated our commitment to a pay-for-performance philosophy and reflected the feedback we received from our continued engagement with our investors. This approach aligns with Peabody’s current business strategy and our stockholders' interests and is designed to motivate and reward our leaders for long-term performance and enhanced company value. We believe that our 2024 executive compensation program supported Peabody’s strategic objectives and was aligned with stockholder interests and the feedback provided by our owners during that engagement process.

2024 Named Executive Officers

This Compensation Discussion and Analysis (the “CD&A”) explains the elements of the compensation of Peabody’s NEOs and describes the objectives and principles underlying Peabody’s executive compensation program and decisions made in fiscal year 2024. For fiscal year 2024, our NEOs were:


Current Officers			Title
James C. Grech			President and Chief Executive Officer
Mark A. Spurbeck			Executive Vice President and Chief Financial Officer
Darren R. Yeates			Executive Vice President and Chief Operating Officer
Scott T. Jarboe			Chief Administrative Officer and Corporate Secretary
Patrick J. Forkin III			Chief Development Officer
Former Officer			Former Title
Marc E. Hathhorn (1)			President - Global Operations

__________________________

(1)Mr. Hathhorn voluntarily ended his employment on October 31, 2024, but is reported in the Proxy because he served as an executive officer during the 2024 fiscal year and his total compensation during the year would have included him in the definition of a reportable NEO.

Business Highlights for 2024

In 2024, Peabody continued to execute on its stated goals, remaining focused on safety, environmental performance, production and other key priorities at our operations; advancing our development at the Centurion Mine; announcing a transformational acquisition; and positioning the company to create substantial stockholder value over time.

•Both U.S. and Australian operations achieved excellent total recordable injury frequency rates (TRIFR), generating a new record low combined global value of 0.81 recordable accidents per 200,000 hours worked and besting the previous record of 1.13 set in 2022. Globally, we also achieved our lowest recorded annual injury severity rate. Twentymile, Wild Boar and our New Mexico operations completed 2024 with no reportable injuries.

•Full-year 2024 revenue totaled $4,237 million with Adjusted EBITDA of $872 million and operating cash flow from continuing operations of $613 million.

•Following the announcement of a robust stockholder return program in 2023, we returned $221 million to stockholders in 2024 through both dividends and share buybacks.

•The company advanced its strategy to reweight the global portfolio toward seaborne metallurgical coal with the restart of the Centurion Mine in Australia. Progress in 2024 included successfully mining the first development coal and delivering the first shipment to a customer in Asia.

•Peabody reached an agreement to acquire four world-class steelmaking coal operations located in Australia's Bowen Basin, which is widely recognized for the world's highest-quality steelmaking coal. The mines are complementary to Peabody's existing Australian platform, including Centurion, and are expected to further transform Peabody's portfolio toward metallurgical coal.

•In 2024, we achieved a record $110 million in bond release approval for reclaimed U.S. lands. Likewise, graded land exceeded disturbed land by a ratio of 1.7 to 1, improving the prior best ratio of 1.3 to 1 in


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2023. In addition, our final reclamation obligations remain fully funded through a unique structure whereby we have set aside more than $700 million in restricted cash and other balances serving as collateral.

•We announced a partnership with leading renewable energy company RWE, growing the company’s R3 Renewables platform to develop solar and energy storage projects on repurposed reclaimed mine lands. Partnership projects will have the capacity of more than 5.5 gigawatts of solar energy and battery storage across Indiana and Illinois.

SEC Form DEF 14A filed by Peabody Energy Corporation