Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures . We maintain controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow for timely decisions regarding required disclosures. As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including the CEO and CFO, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act) as of December 31, 2023. Based on this evaluation, the CEO and CFO concluded that these controls and procedures are effective as of December 31, 2023.
Our management, including the CEO and CFO, does not expect that our disclosure controls or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the ARLP Partnership have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that simple errors or mistakes can occur. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We monitor our disclosure controls and internal controls and make modifications as necessary; our intent in this regard is that the disclosure controls and the internal controls will be maintained as systems change and conditions warrant.
Management's Annual Report on Internal Control over Financial Reporting . Management of the ARLP Partnership is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Exchange Act. The ARLP Partnership's internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors of our general partner regarding the preparation and fair presentation of published financial statements. Our controls are designed to provide reasonable assurance that the ARLP Partnership's assets are protected from unauthorized use and that transactions are executed in accordance with established authorizations and properly recorded. The internal controls are supported by written policies and are complemented by a staff of competent business process owners and an internal auditor supported by competent and qualified external resources used to assist in testing the operating effectiveness of the ARLP Partnership's internal control over financial reporting. Management concluded that the design and operations of our internal controls over financial reporting at December 31, 2023 are effective and provide reasonable assurance the books and records accurately reflect the transactions of the ARLP Partnership.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by COSO in Internal Control — Integrated Framework (2013) . Based on its assessment, management concluded that, as of December 31, 2023, the ARLP Partnership's internal control over financial reporting was effective based on those criteria, and management believes that we have no material internal control weaknesses in our financial reporting process.
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Grant Thornton LLP, an independent registered public accounting firm, has made an independent assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023, as stated in their report that is included herein.
Changes in Internal Controls Over Financial Reporting . There have not been any changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) of the Exchange Act) in the three months ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors of Alliance Resource Management GP, LLC
and Unitholders of Alliance Resource Partners, L.P.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Alliance Resource Partners, L.P. (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Partnership as of and for the year ended December 31, 2023, and our report dated February 23, 2024 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
February 23, 2024
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ITEM 9B. OTHER INFORMATION
None of our directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2023, as such terms are defined under Item 408(a) of Regulation S-K.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OF THE GENERAL PARTNER
As is commonly the case with publicly traded limited partnerships, we are managed and operated by our general partner. The following table shows information for executive officers and members of the Board of Directors as of the date of the filing of this Annual Report on Form 10-K. Executive officers and directors are elected until death, resignation, retirement, disqualification, or removal.
Imothy
Name
Age
Position With Our General Partner
Joseph W. Craft III
73
Chairman, President and Chief Executive Officer
Brian L. Cantrell
64
Former Senior Vice President and Chief Financial Officer
Megan J. Cordle
51
Vice President, Controller and Chief Accounting Officer
R. Eberley Davis
66
Senior Vice President, General Counsel and Secretary
Cary P. Marshall
59
Senior Vice President and Chief Financial Officer
Robert G. Sachse
75
Executive Vice President
Kirk D. Tholen
51
Senior Vice President; also President, Alliance Minerals, LLC
Timothy J. Whelan
61
Senior Vice President - Sales and Marketing of Alliance Coal, LLC
D. Andrew Woodward
41
Senior Vice President - New Ventures
Thomas M. Wynne
67
Senior Vice President and Chief Operating Officer
Nick Carter
77
Director and Member of Audit, Compensation and Conflicts Committees
Robert J. Druten
76
Director and Member of Audit, Compensation and Conflicts* Committees
John H. Robinson
73
Director and Member of Audit, Compensation* and Conflicts Committees
Wilson M. Torrence
82
Director and Member of Audit* and Compensation Committees
* Indicates Chairman of Committee.
Joseph W. Craft III has been President, CEO and a Director since August 1999, Chairman of the Board of Directors since January 1, 2019, and indirectly owns our general partner. Previously Mr. Craft served as President of MAPCO Coal Inc. since 1986. During that period, he also was Senior Vice President of MAPCO Inc. and had previously been that company's General Counsel and Chief Financial Officer. He is a Director of the National Mining Association, and a Director and former Chairman of America's Power. Mr. Craft is a Director and former Chairman of the Kentucky Chamber of Commerce. He has been a Director of BOK Financial Corporation (NASDAQ: BOKF) since 2007 and chairman of its compensation committee since 2014. Mr. Craft holds a Bachelor of Science degree in Accounting and a Juris Doctorate degree from the University of Kentucky. Mr. Craft also is a graduate of the Senior Executive Program of the Alfred P. Sloan School of Management at the Massachusetts Institute of Technology. The specific experience, qualifications, attributes, or skills that led to the conclusion Mr. Craft should serve as a Director include his long history of significant involvement in the coal industry, his demonstrated business acumen and his exceptional leadership of the Partnership since its inception.
Brian L. Cantrell was Senior Vice President and CFO from October 2003 through his retirement on March 31, 2023. Mr. Cantrell was President of AFN Communications, LLC from November 2001 to October 2003 where he had previously served as Executive Vice President and Chief Financial Officer after joining AFN in September 2000. Mr. Cantrell's previous positions include Chief Financial Officer, Treasurer and Director with Brighton Energy, LLC from August 1997 to September 2000; Vice President—Finance of KCS Medallion Resources, Inc.; and Vice President—Finance, Secretary
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and Treasurer of Intercoast Oil and Gas Company. Mr. Cantrell is a Certified Public Accountant and holds Master of Accountancy and Bachelor of Accountancy degrees from the University of Oklahoma. Mr. Cantrell announced his retirement effective March 31, 2023.
Megan J. Cordle became Vice President, Controller and Chief Accounting Officer in March 2022. Since joining the Partnership in October 1999, Ms. Cordle has held several positions of increasing responsibility, serving as Vice President Assistant Controller prior to her current position. She held the position of Audit Manager with Deloitte & Touche LLP prior to joining the Partnership. She is a certified public accountant and holds a Bachelor of Science in Business Administration degree with a major in Accounting from the University of Tulsa.
R. Eberley Davis has been Senior Vice President, General Counsel and Secretary since February 2007. From 2003 to February 2007, Mr. Davis practiced law in the Lexington, Kentucky office of Stoll Keenon Ogden PLLC. Prior to joining Stoll Keenon Ogden, Mr. Davis was Vice President, General Counsel and Secretary of Massey Energy Company for one year. Mr. Davis also served in various positions, including Vice President and General Counsel, for Lodestar Energy, Inc. from 1993 to 2002. Mr. Davis is an alumnus of the University of Kentucky, where he received a Bachelor of Arts degree in Economics and his Juris Doctorate degree. He also holds a Master of Business Administration degree from the University of Kentucky. Mr. Davis is a Trustee of the Energy and Mineral Law Foundation and a member of the Kentucky Bar Association.
Cary P. Marshall became Senior Vice President and CFO in April 2023. Prior to his current position, Mr. Marshall previously served as Vice President, Corporate Finance and Treasurer since May 2003. Mr. Marshall joined Alliance in 1993 and has held several positions with increasing responsibilities in the finance and marketing areas. Mr. Marshall joined Alliance's predecessor, MAPCO Inc. in 1989 and held a variety of corporate finance positions. Mr. Marshall is an alumnus of Southern Methodist University, where he received a Bachelor of Business Administration degree and a Master of Business Administration degree.
Robert G. Sachse has been Executive Vice President since August 2000. From November 2006 until the beginning of 2016, Mr. Sachse had responsibility for our coal marketing, sales and transportation functions. Mr. Sachse was also Vice Chairman of our general partner from August 2000 to January 2007. Mr. Sachse was Executive Vice President and Chief Operating Officer of MAPCO Inc. from 1996 to 1998 when MAPCO merged with The Williams Companies. Mr. Sachse held various positions while with MAPCO Coal Inc. from 1982 to 1991, and was promoted to President of MAPCO Natural Gas Liquids in 1992. Mr. Sachse holds a Bachelor of Science degree in Business Administration from Trinity University and a Juris Doctorate degree from the University of Tulsa.
Kirk D. Tholen became Senior Vice President in December 2019 and also serves as President of the Partnership's oil & gas minerals business. Prior to his current position, Mr. Tholen most recently served as a Managing Director within the Oil & Gas Group and Head of the A&D Practice for Houlihan Lokey in Houston. From 2012 to 2015, he was Head of A&D for Credit Agricole CIB and was responsible for creating and leading their A&D platform to service domestic and cross-border client transactions as well as assisting in reserve-base lending, equity offerings and high-yield debt offerings. From 2006 to 2012, Mr. Tholen provided business development, marketing, transaction management, negotiating and closing services to clients at Albrecht & Associates, Inc., a sell-side E&P boutique advisory firm. His previous industry experience also includes serving as a Region Engineer for BJ Services from 1996 to 2006, where he provided drilling and fracturing technical services to clients operating in the lower 48 and Gulf of Mexico predominately as a dedicated in-house engineer focused on drilling and completions for BP, Conoco and Devon. Mr. Tholen began his career in 1992 joining UNOCAL's Louisiana inland waters and shallow shelf operation and reservoir engineering team. He holds a Bachelor of Science degree in Chemical Engineering from the University of Louisiana at Lafayette and a Master of Business Administration degree from the University of Houston.
Timothy J. Whelan has been Senior Vice President - Sales and Marketing of Alliance Coal, LLC since May 2013. Since joining the Partnership in September 2003, Mr. Whelan has held several positions with increasing responsibility, serving as Vice President – Sales prior to his current position. Mr. Whelan previously served in various business development positions for MAPCO Inc. and as Director, Power & Gas Origination for Williams Energy Marketing and Trading. Mr. Whelan has over 30 years of energy industry experience and is a former board member of the American Coal Council and The Coal Institute. Mr. Whelan holds a Bachelor of Science degree in Finance from the University of Arkansas.
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D. Andrew Woodward became Senior Vice President – New Ventures in September 2022. Prior to joining the Partnership, Mr. Woodward most recently served as Chief Executive Officer of Blueknight Energy Partners, L.P. (NASDAQ: BKEP/BKEPP) where he led the partnership's strategy, commercial activities and a successful sale of the business in August 2022. Prior to Blueknight, Mr. Woodward was the principal financial officer and Vice President, Finance and Treasurer of Andeavor Logistics, L.P. (NYSE: ANDX). Prior to this position, Mr. Woodward held various positions in corporate development, finance and investor relations at Andeavor (NYSE: ANDV), now Marathon Petroleum Corp. (NYSE: MPC). Before joining Andeavor, Mr. Woodward served as Vice President at RBC Capital Markets within its energy investment banking group. Mr. Woodward received his Bachelor of Arts in economics and philosophy from Colorado College and his Master of Business Administration from the University of Texas.
Thomas M. Wynne has been Senior Vice President and Chief Operating Officer since March 2009. Mr. Wynne joined the company in 1981 as a mining engineer and held a variety of positions with the company prior to his appointment in July 1998 as Vice President—Operations. Mr. Wynne has served the coal industry on the National Executive Committee for National Mine Rescue and previously as a member of the Coal Safety Committee for the National Mining Association. In addition, Mr. Wynne is a past Chairman of the Kentucky Coal Association. Mr. Wynne holds a Bachelor of Science degree in Mining Engineering from the University of Pittsburgh and a Master of Business Administration degree from West Virginia University.
Nick Carter became a Director in April 2015. Mr. Carter is a member of the Audit, Compensation and Conflicts Committees. Mr. Carter retired as President and Chief Operating Officer of Natural Resource Partners L.P. (NYSE: NRP) on September 1, 2014, having served in such capacities since 2002 and in other roles for NRP or its affiliates since 1990. Prior to 1990, Mr. Carter held various positions with MAPCO Coal Inc. and was engaged in the private practice of law. Mr. Carter previously served on the board of directors, the audit committee and as chairman of the compensation committee of Community Trust Bancorp, Inc. (NASDAQ: CTBI). Mr. Carter also previously served as chairman of the National Council of Coal Lessors for 12 years, as chairman of the West Virginia Chamber of Commerce, and as a board member of the West Virginia Coal Association, the Indiana Coal Council, the National Mining Association, and ACCCE. Mr. Carter has served as a board member of the Kentucky Coal Association for over 20 years and currently is its Treasurer. Mr. Carter holds Bachelor's and Juris Doctorate degrees from the University of Kentucky and a Master of Business Administration degree from the University of Hawaii. The specific experience, qualifications, attributes or skills that led to the conclusion Mr. Carter should serve as a Director include his extensive experience in the coal and energy industries and in senior corporate leadership.
Robert J. Druten became a Director effective January 1, 2019. Mr. Druten is Chairman of the Conflicts Committee and is a member of the Audit and Compensation Committees. From January 2007 through 2018, Mr. Druten was a member of the board of directors of Alliance GP, LLC, the former general partner of AHGP. From September 1994 until his retirement in August 2006, Mr. Druten served as Executive Vice President and Chief Financial Officer of Hallmark Cards, Inc. Mr. Druten holds a Bachelor of Science degree in Accounting from the University of Kansas as well as a Master of Business Administration from Rockhurst University. Mr. Druten previously served as Chairman of the Board of Directors of Kansas City Southern Industries, Inc. (NYSE: KSU), a transportation and financial services company, and was Chairman of its executive committee and a member of its compensation committee and nominating and governance committees, and now serves as a trustee of the voting trust holding KSU pending the Surface Transportation Board's review and approval of KSU's recent combination with Canadian Pacific Railway Limited. Mr. Druten previously served as a director of American Italian Pasta, from 2007 until it was acquired by Ralcorp Holdings in July 2010, where he was the Chair of its audit committee and also served on its compensation committee. The specific experience, qualifications, attributes or skills that led to the conclusion Mr. Druten should serve as Director are demonstrated by his lengthy and distinguished service as Chief Financial Officer of Hallmark, including direct oversight of a public company subsidiary, and his extensive experience serving as a director of public companies in multiple industries.
John H. Robinson became a Director in December 1999. Mr. Robinson is Chairman of the Compensation Committee and a member of the Audit and Conflicts Committees. Mr. Robinson is the Chairman of Hamilton Ventures, LLC. From 2003 to 2004, he was Chairman of EPC Global, Ltd., an engineering staffing company. From 2000 to 2002, he was the Executive Director of Amey plc, a British business process outsourcing company. Mr. Robinson served as Vice Chairman of Black & Veatch, Inc. from 1998 to 2000. He began his career at Black & Veatch in 1973 and was a General Partner and Managing Partner prior to becoming Vice Chairman when the firm was incorporated. Mr. Robinson is a Director of Coeur Mining Corporation and a member of its executive and audit committees and chairman of its compensation committee. He holds Bachelor and Master of Science degrees in Engineering from the University of Kansas and is a graduate of the Owner-President-Management Program at the Harvard Business School. The specific experience,
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qualifications, attributes or skills that led to the conclusion Mr. Robinson should serve as a Director include his significant experience in the engineering and consulting industries, his extensive service in senior corporate leadership positions in both industries and his familiarity with financial matters.
Wilson M. Torrence became a Director in January 2007. Mr. Torrence is Chairman of the Audit Committee and a member of the Compensation Committee. From April 2015 through June 2018, Mr. Torrence was also a member of the board of directors of Alliance GP, LLC, the former general partner of AHGP, and chairman of its audit committee. Mr. Torrence retired from Fluor Corporation in 2006 as a Senior Vice President of Project Development and Investments and after retirement has performed investment and business consulting services for various clients. Mr. Torrence was employed at Fluor from 1989 to 2006 where, among other roles, he was responsible for the global Project Investment and Structured Finance Group and served as Chairman of Fluor's Investment Committee. In that position, Mr. Torrence had executive responsibility for Fluor's global activities in developing and arranging third-party financing for some of Fluor's clients' construction projects. Prior to joining Fluor in 1989, Mr. Torrence was President and CEO of Combustion Engineering Corporation's Waste to Energy Division and, during that time, also served as Chairman of the Institute of Resource Recovery, a Washington-based industry advocacy organization. Mr. Torrence began his career at Mobil Oil Corporation, where he held several executive positions, including Assistant Treasurer of Mobil's International Marketing and Refining Division and Chief Financial and Planning Officer of Mobil Land Development Company. Mr. Torrence holds a Bachelor and a Master of Business Administration degree from Virginia Tech University. The specific experience, qualifications, attributes or skills that led to the conclusion Mr. Torrence should serve as a Director include his extensive experience in the construction and energy businesses, his senior corporate finance-related and other leadership positions and his participation in numerous financing transactions.
Board of Directors
Mr. Craft, who has been President and CEO and a member of the Board of Directors since ARLP's inception, assumed the Chairman role effective January 1, 2019. We believe this leadership structure of the Board of Directors is appropriate for the Partnership given Mr. Craft's extensive knowledge of our industries, significant ownership position, and proven leadership of the Partnership.
The Board of Directors generally administers its risk oversight function through the board as a whole. The Chairman, President and CEO, who reports to the Board of Directors, and the other executives named above, who report to the Chairman, President and CEO or, in the case of Mrs. Cordle, the CFO, have day-to-day risk management responsibilities. At the Board of Directors' request, each of these executives attends the meetings of the Board of Directors, where the Board of Directors routinely receives reports on our financial results, the status of our operations and our safety performance, and other aspects of the implementation of our business strategy, with ample opportunity for specific inquiries of management. In addition, management provides periodic reports of the Partnership's financial and operational performance to each member of the Board of Directors. The Audit Committee provides additional risk oversight through its quarterly meetings, where it receives a report from the Partnership's internal auditor, who reports directly to the Audit Committee, and reviews the Partnership's contingencies, significant transactions and subsequent events, among other matters, with management and our independent auditors.
The Board of Directors has selected as director nominees individuals with experience, skills and qualifications relevant to the business of the Partnership, such as experience in energy or related industries or with financial markets, expertise in mining, engineering or finance, and a history of service in senior leadership positions. The Board of Directors has not established a formal process for identifying director nominees, nor does it have a formal policy regarding the consideration of diversity in identifying director nominees, but has endeavored to assemble a talented group of individuals with the qualities and attributes required to provide effective oversight of the Partnership.
Audit Committee
The Audit Committee comprises all four non-employee members of the Board of Directors (Messrs. Carter, Druten, Robinson, and Torrence). After reviewing the qualifications of the current members of the Audit Committee, and any relationships they may have with us that might affect their independence, the Board of Directors has determined that all current Audit Committee members are "independent" as that concept is defined in Section 10A of the Exchange Act, all current Audit Committee members are "independent" as that concept is defined in the applicable rules of NASDAQ Stock Market, LLC, all current Audit Committee members are financially literate, and Mr. Torrence qualifies as an "audit committee financial expert" under the applicable rules promulgated pursuant to the Exchange Act.
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Report of the Audit Committee
The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management has primary responsibility for the financial statements and the reporting process including the systems of internal controls. The Audit Committee has responsibility for the appointment, compensation and oversight of the work of our independent registered public accounting firm and assists the Board of Directors by conducting its own review of our:
● filings with the SEC pursuant to the Securities Act and the Exchange Act (i.e., Forms 10-K, 10-Q, and 8-K);
● press releases and other communications by us to the public concerning earnings, financial condition and results of operations, including changes in distribution policies or practices affecting the holders of our units, if such review is not undertaken by the Board of Directors;
● systems of internal controls regarding finance and accounting that management and the Board of Directors have established; and
● auditing, accounting and financial reporting processes generally.
In fulfilling its oversight and other responsibilities, the Audit Committee met eight times during 2023. The Audit Committee's activities included, but were not limited to: (a) selecting the independent registered public accounting firm, (b) meeting periodically in executive session with the independent registered public accounting firm, (c) reviewing the Quarterly Reports on Form 10-Q for the three months ended March 31, June 30, and September 30, 2023, (d) performing a self-assessment of the committee, (e) reviewing the Audit Committee charter, and (f) reviewing the overall scope, plans and findings of our internal auditor. Based on the results of the annual self-assessment, the Audit Committee believes that it satisfied the requirements of its charter. A copy of the Audit Committee charter is publicly available on our website under "Investor Relations" at www.arlp.com and is available in print without charge to any unitholder who requests it. Such requests should be directed to Investor Relations at (918) 295-7673. The Audit Committee also reviewed and discussed with management and the independent registered public accounting firm this Annual Report on Form 10-K, including the audited financial statements.
Our independent registered public accounting firm, Grant Thornton, is responsible for expressing an opinion on the conformity of the audited financial statements with GAAP. The Audit Committee reviewed with Grant Thornton its judgment as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee pursuant to the applicable requirements of the PCAOB and the SEC.
The Audit Committee received written disclosures and the letter from Grant Thornton required by applicable requirements of the PCAOB Rule 3526, "Communication with Audit Committees Concerning Independence," and has discussed with Grant Thornton its independence from management and the ARLP Partnership.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.
Members of the Audit Committee:
Wilson M. Torrence, Chairman
Nick Carter
Robert J. Druten
John H. Robinson
Code of Ethics
We have adopted a code of ethics with which the Chairman, President and CEO and the senior financial officers (including the principal financial officer and the principal accounting officer) are expected to comply. The code of ethics is publicly available on our website under "Investor Relations" at www.arlp.com and is available in print without charge to any unitholder who requests it. Such requests should be directed to Investor Relations at (918) 295-7673. If any
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substantive amendments are made to the code of ethics or if there is a grant of a waiver, including any implicit waiver, from a provision of the code to the President and CEO, Chief Financial Officer, or Chief Accounting Officer, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K. There were no such amendments or waivers during the year ended December 31, 2023.
Communications with the Board
Unitholders or other interested parties can contact any director or committee of the Board of Directors by writing to them c/o Senior Vice President, General Counsel and Secretary, P.O. Box 22027, Tulsa, Oklahoma 74121-2027. Comments or complaints relating to our accounting, internal accounting controls or auditing matters will also be referred to members of the Audit Committee. The Audit Committee has procedures for (a) receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and (b) the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act, as amended, requires directors, executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports or changes in ownership of such equity securities. Based on a review of the copies of the forms furnished to us and written representations from certain reporting persons, we believe that during 2023 none of our directors or executive officers or persons who beneficially owned more than ten percent of a registered class of our equity securities were delinquent with respect to any of the filing requirements under Section 16(a), with the following exception: a Form 3/A was filed on November 7, 2023 for Ms. Kathleen Mowry, who beneficially owns more than ten percent of our common units, to correct her reported beneficial ownership in her initial Form 3 filed on June 5, 2018.
Reimbursement of Expenses of our General Partner and its Affiliates
Our general partner does not receive any management fee or other compensation in connection with its management of us. Our general partner is reimbursed by us for all expenses incurred on our behalf. Please see "Item 13. Certain Relationships and Related Transactions, and Director Independence— Administrative Services ."
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Introduction
The Compensation Committee oversees the compensation of our general partner's executive officers, including the Named Executive Officers, each of whom is named in the Summary Compensation Table. Our Named Executive Officers are employees of our operating subsidiary, Alliance Coal. We do not currently, nor did we during the 2023 calendar year, maintain employment agreements with any of our Named Executive Officers.
Compensation Objectives and Philosophy
The compensation of our Named Executive Officers is designed to achieve three key objectives: (i) provide a competitive compensation opportunity to allow us to recruit and retain key management talent, (ii) align executive officers' interests with unitholder interests and (iii) motivate and reward the executive officers for creating sustainable, capital-efficient growth in available cash to maximize unitholder returns. In making decisions regarding executive compensation, the Compensation Committee reviews current compensation levels of other companies in the coal industry and other peers, considers the Chairman, President and CEO's assessment of each of the other executives, and uses its discretion to determine an appropriate total compensation package of base salary and short-term and long-term incentives. The Compensation Committee intends for each executive officer's total compensation to be competitive in the marketplace and to effectively motivate the officer. Based on its review of our overall executive compensation program, the Compensation Committee believes the program is appropriately applied to our general partner's executive officers and is necessary to attract and retain the executive officers who are essential to our continued development and success, to compensate those executive officers for their contributions and to enhance unitholder value. Moreover, the Compensation Committee believes the total compensation opportunities provided to our general partner's executive officers create alignment with
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our long-term interests and those of our unitholders. As a result, we do not maintain unit ownership requirements for our Named Executive Officers.
Setting Executive Compensation
Role of the Compensation Committee
The Compensation Committee discharges the Board of Directors' responsibilities relating to our general partner's executive compensation program. The Compensation Committee oversees our compensation and benefit plans and policies, administers our incentive bonus and equity participation plans, and reviews and approves annually all compensation decisions relating to our Named Executive Officers. The Compensation Committee is empowered by the Board of Directors and by the Compensation Committee's charter to make all decisions regarding compensation for our Named Executive Officers without ratification or other action by the Board of Directors. The Compensation Committee has the authority to secure services for executive compensation matters, legal advice, or other expert services, both from within and outside the company. While the Compensation Committee is empowered to delegate all or a portion of its duties to a subcommittee, it has not done so.
The Compensation Committee comprises all of our directors who have been determined to be "independent" by the Board of Directors in accordance with applicable NASDAQ Stock Market, LLC and SEC regulations, presently Messrs. Robinson, Carter, Druten and Torrence.
Role of Executive Officers
Each year, the Chairman, President and CEO submits recommendations to the Compensation Committee for adjustments to the salary, bonuses and long-term equity incentive awards payable to our Named Executive Officers, excluding himself. The Chairman, President and CEO bases his recommendations on his assessment of each executive's performance, experience, demonstrated leadership, job knowledge and management skills. The Compensation Committee considers the recommendations of the Chairman, President and CEO as one factor in making compensation decisions regarding our Named Executive Officers. Historically, and in 2023, the Compensation Committee and the Chairman, President and CEO have been substantially aligned on decisions regarding the compensation of the Named Executive Officers. As executive officers are promoted or hired during the year, the Chairman, President and CEO makes compensation recommendations to the Compensation Committee and works closely with the Compensation Committee to ensure that all compensation arrangements for executive officers are consistent with our compensation philosophy and are approved by the Compensation Committee. At the direction of the Compensation Committee, the Chairman, President and CEO and the Senior Vice President, General Counsel and Secretary attend certain meetings of the Compensation Committee.
Use of Peer Group Comparisons
The Compensation Committee believes that it is important to review and compare our performance with that of peer companies in the coal industry and reviews the composition of the peer group annually. The peer group for 2023 (which was the same peer group applicable to the 2022 calendar year) included Alpha Metallurgical Resources, Inc., Arch Resources, Inc., Consol Energy, Inc., Natural Resource Partners L.P., Peabody Energy Corporation, and Warrior Met Coal, Inc. In assessing the competitiveness of our executive compensation program for 2023, the Compensation Committee, with the assistance of the Chairman, President and CEO, collected and analyzed peer group proxy information and developed a comparative analysis of base salaries, short-term incentives, total cash compensation, long-term incentives and total compensation. The Compensation Committee uses the peer group data as a point of reference for comparative purposes, but it is not the determinative factor for the compensation of our Named Executive Officers. The Compensation Committee exercises discretion in determining the nature and extent of the use of comparative pay data.
Consideration of Equity Ownership and CEO Compensation
Mr. Craft, the Chairman, President and CEO, is evaluated and treated differently with respect to compensation than our other Named Executive Officers. Mr. Craft and related entities own significant equity positions in ARLP and Mr. Craft indirectly owns our general partner. Because of these ownership positions, the interests of Mr. Craft are directly aligned with those of our unitholders. Mr. Craft has not received an increase in base salary since 2002, has not received a bonus under our STIP since 2005 and did not receive any grants of LTIP awards from 2005 through 2015. On January 22,
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2016, the Compensation Committee approved an LTIP award for Mr. Craft that vested on January 1, 2019. Mr. Craft has not received any subsequent LTIP awards. Beginning in February 2016, at Mr. Craft's request, his annual base salary was reduced to $1.
Compensation Components
Overview
The principal components of compensation for our Named Executive Officers (other than Mr. Craft) include:
● base salary;
● annual cash incentive bonus awards under the STIP; and
● awards of restricted units under the LTIP, including DERs.
The relative amount of each component is not based on any formula, but rather is based on the recommendation of the Chairman, President and CEO, subject to the discretion of the Compensation Committee to make any modifications it deems appropriate.
All executive officers, including the Named Executive Officers, are entitled to customary benefits available to our employees generally, including group medical, dental, and life insurance and participation in our PSSP. Our PSSP is a defined contribution plan and includes an employer matching contribution of 75% on the first 3% of eligible compensation contributed by the employee, an employer non-matching contribution of 0.75% of eligible compensation, and an employer supplemental contribution of 5% of eligible compensation. The PSSP provides an additional means of attracting and retaining qualified employees by providing tax-advantaged opportunities for employees to save for retirement. Each of our Named Executive Officers (including Mr. Craft) also received supplemental retirement benefits through the SERP in 2023, which are described in more detail below.
Base Salary
When reviewing base salaries, the Compensation Committee's policy is to consider the individual's experience, tenure and performance, the individual's level of responsibility, the position's complexity and its importance to us in relation to other executive positions, our financial performance, and competitive pay practices. The Compensation Committee also considers comparative compensation data of companies in our peer group and the recommendation of the Chairman, President and CEO of our general partner. Base salaries are reviewed annually to ensure continuing consistency with market levels, and adjustments to base salaries are made as needed to reflect movement in the competitive market as well as individual performance. None of our Named Executive Officers received an increase in salary during the 2023 year.
Annual Cash Incentive Bonus Awards
The STIP is designed to assist us in attracting, retaining and motivating qualified personnel by rewarding management, including our Named Executive Officers, and selected other salaried employees with cash awards for our achievement of an annual financial performance target. The annual performance target is recommended by the Chairman, President and CEO and approved by the Compensation Committee, typically in January of each year. The performance measure is subject to equitable adjustment in the sole discretion of the Compensation Committee to reflect the occurrence of any significant events during the year.
The performance target historically has been EBITDA-based, with items added or removed from the EBITDA calculation to ensure that the performance target reflects the operating results of our core businesses. (EBITDA is defined as net income of ARLP before net interest expense, income taxes, depreciation, depletion and amortization and net income attributable to noncontrolling interest.) The aggregate cash available for awards under the STIP each year is dependent on our actual financial results for the year compared to the annual performance target, and it increases in relation to our EBITDA, as adjusted, exceeding the minimum threshold. Our STIP Guidelines provide that achieving the minimum threshold is the minimum acceptable result for a performance pay-out to occur under the STIP, although the Compensation Committee may determine satisfactory results and adjust the size of the pay-out pool in its sole discretion. In 2023, the Compensation Committee approved a minimum financial performance target of $756.2 million in EBITDA from current
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operations, normalized by excluding any charges for unit-based and directors' compensation. For 2023, we exceeded the minimum performance target.
Individual awards to our Named Executive Officers each year are determined by the Compensation Committee. However, the Compensation Committee does not establish individual target payout amounts for the Named Executive Officers' STIP awards. As it does when reviewing base salaries, in determining individual awards under the STIP, the Compensation Committee considers its assessment of the individual's performance, our financial performance, comparative compensation data of companies in our peer group and the recommendation of the Chairman, President and CEO, although EBITDA-based performance targets described above are given significant weight. The compensation expense associated with STIP awards is recognized in the year earned, with the cash awards generally payable in the first quarter of the following calendar year. Termination of employment of an executive officer for any reason prior to payment of a cash award will result in forfeiture of any right to the award, unless and to the extent waived by the Compensation Committee in its discretion.
The performance measure for the STIP in 2024 will be based on adjusted EBITDA for current operations, excluding charges for unit-based and directors' compensation. As discussed above, the Compensation Committee may, in its discretion, make equitable adjustments to the performance criteria under the STIP and adjust the amount of the aggregate pay-out. The Compensation Committee believes the STIP performance criteria for 2024 will be reasonably difficult to achieve and therefore support our key compensation objectives discussed above.
The Compensation Committee maintains discretion to grant cash bonus awards outside of the STIP to address special situations.
Equity Awards under the LTIP
Equity compensation pursuant to the LTIP is a key component of our executive compensation program. Our LTIP is sponsored by Alliance Coal. Under the LTIP, grants may be made of either (a) restricted units, (b) options to purchase common units (although to date, no grants of options have been made) or (c) cash awards. The Compensation Committee has the authority to determine the participants to whom restricted units are granted, the number of restricted units to be granted to each such participant, and the conditions under which the restricted units may become vested, including the duration of any vesting period. Annual grant levels for designated participants (including our Named Executive Officers) are recommended by our general partner's Chairman, President and CEO, subject to review and approval by the Compensation Committee. Grant levels are intended to support the objectives of the comprehensive compensation package described above. The LTIP grants provide our Named Executive Officers with the opportunity to achieve a meaningful ownership stake in the Partnership, thereby assuring that their interests are aligned with our success. Even though Mr. Craft has not been granted an award under the LTIP since 2005, with the exception of one grant in 2016, the Compensation Committee believes Mr. Craft's interests are directly aligned with the interests of our unitholders as a result of his ownership positions. There is no formula for determining the size of awards to any individual recipient and, as it does when reviewing base salaries and individual STIP payments, the Compensation Committee considers its assessment of the individual's performance, our financial performance, compensation levels at peer companies in the coal industry and the recommendation of the Chairman, President and CEO. Amounts realized from prior grants, including amounts realized due to changes in the value of our common units, are not considered in setting grant levels or other compensation for our Named Executive Officers.
Restricted Units. Restricted units granted under the LTIP are "phantom" or notional units that upon vesting entitle the participant to receive an ARLP common unit. Restricted units granted under the LTIP vest at the end of a stated period from the grant date, provided we achieve an aggregate performance target for that period. However, if a grantee's employment is terminated for any reason prior to the vesting of any restricted units, those restricted units will be automatically forfeited, unless the Compensation Committee, in its sole discretion, determines otherwise. The number of units distributed upon satisfaction of the applicable vesting requirements is reduced to cover the income tax withholding requirement for each individual participant based on the fair market value of the common units as of the date of distribution. At the Compensation Committee's discretion, grants of restricted units under the LTIP may include the contingent right to receive quarterly distributions in an amount equal to the cash distributions we make to unitholders during the vesting period. DERs are payable, in the discretion of the Compensation Committee, either in cash or in the form of additional Restricted Units credited to a book-keeping account subject to the same vesting restrictions as the tandem award.
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The performance target applicable to restricted unit awards under the LTIP is based on a normalized EBITDA measure and requires achieving an aggregate performance level for the vesting period. We typically issue grants under the LTIP at the beginning of each year, with the exceptions of new employees who begin employment with us at some other time and job promotions that may occur at some other time. The compensation expense associated with LTIP grants is recognized over the vesting period in accordance with FASB ASC 718, Compensation — Stock Compensation .
Our general partner's policy is to grant restricted units pursuant to the LTIP to serve as a means of incentive compensation for performance. Therefore, no consideration will be payable by the LTIP participants upon receipt of the common units. Common units to be delivered upon the vesting of restricted units may be common units we already own, common units we acquire in the open market or from any other person, newly issued common units, or any combination of the foregoing. If we issue new common units upon payment of the restricted units instead of purchasing them, the total number of common units outstanding will increase.
The LTIP provides the Compensation Committee with the discretion to determine the conditions for vesting (as well as all other terms and conditions) associated with any award under the plan, and to amend any of those conditions so long as an amendment does not materially reduce the benefit to the participant. The Compensation Committee believes the performance-related vesting conditions of all outstanding awards under the LTIP will be reasonably difficult to satisfy and therefore support our key compensation objectives discussed above.
Grants for 2023 under the LTIP, made January 27, 2023, will cliff vest on January 1, 2026, provided we achieve a target level of aggregate EBITDA for current operations, excluding any charges for unit-based and directors' compensation, for the period January 1, 2023 through December 31, 2025. Regardless of achieving the EBITDA target, the 2023 grants have a minimum value guarantee of either $10.27 or $15.41 per unit. Grants for 2024 under the LTIP, made January 24, 2024, will cliff vest on January 1, 2027, provided we achieve a target level of aggregate EBITDA for current operations, excluding any charges for unit-based and directors' compensation, for the period January 1, 2024 through December 31, 2026. Regardless of achieving the EBITDA target, the 2024 grants have a minimum value guarantee of either $10.63 or $15.95 per unit. The LTIP provides the Compensation Committee with the discretion to determine the conditions for vesting (as well as all other terms and conditions) associated with any award under the plan, and to amend any of those conditions so long as an amendment does not materially reduce the benefit to the participant. The Compensation Committee believes the performance-related vesting conditions of all outstanding awards under the LTIP will be reasonably difficult to satisfy and therefore support our key compensation objectives discussed above.
Unit Options . We have not made any grants of unit options. The Compensation Committee, in the future, may decide to make unit option grants to employees and directors on terms determined by the Compensation Committee.
Grant Timing . The Compensation Committee does not time, nor has the Compensation Committee in the past timed, the grant of LTIP awards in coordination with the release of material non-public information. Instead, LTIP awards are granted only at the time or times dictated by our normal compensation process as developed by the Compensation Committee.
Effect of a Change in Control . Upon a "change in control" as defined in the LTIP, all awards outstanding under the LTIP will automatically vest and become payable or exercisable, as the case may be, in full. Please see "Item 11. Executive Compensation— Potential Payments Upon a Termination or Change of Control ."
Amendments and Termination . The Board of Directors or the Compensation Committee may, in its discretion, terminate the LTIP at any time with respect to any common units for which a grant has not previously been made. Except as required by the rules of the exchange on which the common units may be listed at that time, the Board of Directors or the Compensation Committee may alter or amend the LTIP in any manner from time to time; provided, however, that no change in any outstanding grant may be made that would materially impair the rights of the participant without the consent of the affected participant. In addition, the Board of Directors or the Compensation Committee may, in its discretion, establish such additional compensation and incentive arrangements as it deems appropriate to motivate and reward our employees.
Supplemental Executive Retirement Plan
The SERP is sponsored by Alliance Coal. Participation in the SERP aligns the interest of each participant with the interests of our unitholders because all allocations made to participants under the SERP are made in the form of notional common units of ARLP, defined in the SERP as "phantom units." The Compensation Committee approves the SERP
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participants and their percentage allocations, and could amend or terminate the SERP at any time. All of our Named Executive Officers currently participate in the SERP.
On December 14, 2023 the Compensation Committee approved termination of the SERP, and authorized distribution of accounts to participants on December 15, 2024 or as soon thereafter as practical. Account settlements must be delayed at least one year according to termination rules governing the SERP. The accounts will continue to accrue benefits in accordance with plan terms until distributed.
Under the terms of the SERP, a participant was entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to his or her percentage allocation multiplied by the sum of the participant's base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year. A participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions, which are added to the notional account balance in the form of additional phantom units. All amounts granted under the SERP vest immediately and would be paid out upon the participant's termination from employment in ARLP common units equal to the number of phantom units then credited to the participant's account, less the number of units required to satisfy our tax withholding obligations. A participant in the SERP is not entitled to an allocation for the year in which his termination from employment occurs, except as described below.
A participant in the SERP is entitled to receive an allocation under the SERP for the year in which his employment is terminated only if such termination results from one of the following events:
(1) the participant's employment is terminated other than for "cause";
(2) the participant terminates employment for "good reason";
(3) a change of control of us or our general partner occurs and, as a result, the participant's employment is terminated (whether voluntary or involuntary);
(4) death of the participant;
(5) the participant attains (or has attained) retirement age of 65 years; or
(6) the participant incurs a total and permanent disability, which shall be deemed to occur if the participant is eligible to receive benefits under the terms of the long-term disability program we maintain.
This allocation for the year in which a participant's termination occurred shall equal the participant's eligible compensation for such year (including any severance amount, if applicable) multiplied by his percentage allocation under the SERP, reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year.
Other Compensation-Related Matters
Securities Trading Policy; Prohibitions on Hedging and Trading in Derivatives
To ensure alignment of the interests of our unitholders with our directors and all officers, including Named Executive Officers, the general partner's Securities Trading Policy prohibits any employee, officer, or director of the Partnership or any of its subsidiaries from engaging in trading involving (1) options or other derivative securities relating to ARLP units; (2) debt securities of ARLP or its affiliates; (3) hedging transactions involving ARLP securities; or (4) purchases of ARLP units on margin.
Tax Deductibility of Compensation
The deduction limitations imposed under Section 162(m) of the Internal Revenue Code do not apply to compensation paid to our Named Executive Officers because we are a limited partnership and not a "corporation" within the meaning of Section 162(m).
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Perquisites and Personal Benefits
The Partnership provides a limited amount of perquisites and personal benefits to the Named Executive Officers in keeping with the Compensation Committee's objectives to provide competitive compensation to motivate and reward executive officers for creating sustainable, capital-efficient growth in available cash. These perquisites and personal benefits typically include amounts for items such as tax preparation fees and annual physical medical exams, and are reviewed annually by the Compensation Committee.
Clawback Policy
We maintain the Alliance Resource Partners, L.P. Incentive-Based Compensation Recoupment Policy (the "Clawback Policy"), which is administered by the Compensation Committee. The Clawback Policy authorizes the Compensation Committee to recoup incentive compensation in the event of a restatement of financial statements. A copy of the Clawback Policy is filed as Exhibit 97.1 to this Annual Report on Form 10-K.
Compensation Committee Report
The Compensation Committee has submitted the following report for inclusion in this Annual Report on Form 10-K:
Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Annual Report on Form 10-K with management. Based on our Compensation Committee's review of and the discussions with management with respect to the Compensation Discussion and Analysis, our Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
The foregoing report is provided by the following directors, who constitute all the members of the Compensation Committee:
Members of the Compensation Committee:
John H. Robinson, Chairman
Nick Carter
Robert J. Druten
Wilson M. Torrence
Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act or the Exchange Act, that incorporate future filings, including this Annual Report on Form 10-K, in whole or in part, the foregoing Compensation Committee Report shall not be deemed to be filed with the SEC or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference.
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Summary Compensation Table
Non-Equity
Unit
Incentive Plan
All Other
Name and Principal
Salary
Bonus
Awards
Compensation
Compensation
Position (1)
Year
($)(2)
($)(3)
($)(4)
($)(5)
($)(6)
Total
Joseph W. Craft III
2023
1
—
—
—
—
1
President, Chief Executive
2022
1
—
—
—
—
1
Officer and Chairman
2021
1
—
—
—
—
1
Cary P. Marshall,
2023
293,269
26,340
666,555
220,000
63,368
1,269,532
Senior Vice President and
Chief Financial Officer
Brian L. Cantrell,
2023
105,231
789,241
—
—
6,548
901,020
Former Senior Vice President and
2022
304,000
117,723
—
340,000
54,089
815,812
Chief Financial Officer
2021
309,846
—
567,182
250,000
30,443
1,157,471
R. Eberley Davis
2023
365,000
50,966
634,461
285,000
83,247
1,418,674
Senior Vice President,
2022
362,693
152,898
629,541
365,000
86,600
1,596,732
General Counsel and Secretary
2021
351,635
—
722,394
365,000
41,768
1,480,797
Kirk D. Tholen
2023
500,000
1,000,000
734,083
341,000
223,014
2,798,097
Senior Vice President; also
2022
500,000
1,000,000
1,040,560
531,920
204,252
3,276,732
President Alliance Minerals, LLC
2021
509,615
500,000
1,194,061
540,000
152,688
2,896,364
Thomas M. Wynne
2023
430,000
58,393
734,083
345,000
101,155
1,668,631
Senior Vice President and
2022
427,000
175,179
728,391
460,000
87,433
1,878,003
Chief Operating Officer
2021
411,769
—
835,818
400,000
43,588
1,691,175
(1) Mr. Cantrell retired from his position as Senior Vice President and CFO on March 31, 2023. Mr. Marshall was appointed Senior Vice President and CFO effective April 1, 2023.
(2) Amounts represent the salary earned by each Named Executive Officer for the respective year. The amounts for Mr. Cantrell include $23,385 paid in 2023 for unused vacation upon his retirement on March 31, 2023.
(3) The amount for Mr. Marshall represents the second payment of the 2020 service-based vesting LTIP awards which was paid in cash in February 2023. The amounts for Messrs. Cantrell, Davis and Wynne represent the first and second payments of the 2020 service-based vesting LTIP awards which were paid in cash in February 2022 and February 2023, respectively, as well as a cash bonus paid in 2023 to Mr. Cantrell. The amounts for Mr. Tholen represent the payments of his 2019 and 2020 service-based vesting LTIP awards which were paid in cash in February 2022 and 2023, respectively, and the last installment of his signing bonus paid in 2021.
(4) The Unit Awards represent the aggregate grant date fair value of restricted units granted pursuant to FASB ASC 718, using the same assumptions as used for financial reporting purposes and which are more fully described in "Item 8. Financial Statements and Supplementary Data—Note 16 – Common Unit-Based Compensation Plans," to each Named Executive Officer under the LTIP in the respective year. Please see "Item 11. Compensation Discussion and Analysis—Compensation Program Components— Equity Awards under the LTIP " for a description of the terms of the awards.
(5) Amounts represent the STIP bonus earned for the respective year. STIP payments typically are made in the first quarter of the year following the year in which they are earned. Please see "Item 11. Compensation Discussion and Analysis—Compensation Program Components— Annual Cash Incentive Bonus Awards ."
(6) For all Named Executive Officers, the amounts represent the sum of the (a) SERP phantom unit contributions valued at the market closing price of our common units on the date the phantom unit was granted, (b) profit sharing savings plan employer contribution and (c) perquisites in excess of $10,000. A reconciliation of the 2023 amounts is as follows:
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Profit Sharing Plan
Employer
SERP ($)
Contribution ($)
Perquisites (a)
Total ($)
Joseph W. Craft III
—
—
$
—
—
Cary P. Marshall
24,632
23,461
15,275
63,368
Brian L. Cantrell
—
6,548
—
6,548
R. Eberley Davis
56,847
26,400
—
83,247
Kirk D. Tholen
196,614
26,400
—
223,014
Thomas M. Wynne
62,905
26,400
11,850
101,155
a) For Mr. Marshall, perquisites and other personal benefits totaling $15,275 comprise tax preparation fees of $13,625 and other perquisites of $1,650. For Mr. Wynne, perquisites and other personal benefits comprise tax preparation fees of $11,850.
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Grants of Plan-Based Awards Table
All Other
Estimated Future Payouts Under
Estimated Future Payouts Under
Unit
Grant Date
Non-Equity Incentive Plan Awards
Equity Incentive Plan Awards
Awards:
Fair Value
Threshold
Target
Maximum
Threshold
Target
Maximum
Number of
of Unit
Name
Grant Date
Approved Date
($)(3)
($)(4)
($)(3)
(#)(5)
(#)(6)
(#)(5)
Units (#)(7)
Awards ($)(8)
Joseph W. Craft III
February 14, 2023
(1), (2)
10,273
216,966
May 15, 2023
(1), (2)
11,676
224,062
August 14, 2023
(1), (2)
11,982
239,041
November 14, 2023
(1), (2)
10,978
245,907
44,909
925,976
Cary P. Marshall
February 15, 2023
February 15, 2023
30,945
—
666,555
February 14, 2023
(1), (2)
—
1,515
31,997
May 15, 2023
(1), (2)
—
1,722
33,045
August 14, 2023
(1), (2)
—
1,767
35,252
November 14, 2023
(1), (2)
—
1,620
36,288
December 31, 2023
(2)
—
1,163
24,632
January 27, 2023
February 7, 2024
220,000
—
—
—
220,000
30,945
7,787
827,769
Brian L. Cantrell
February 14, 2023
(1), (2)
1,543
32,588
1,543
32,588
R. Eberley Davis
February 15, 2023
February 15, 2023
29,455
—
634,461
February 14, 2023
(1), (2)
—
2,370
50,054
May 15, 2023
(1), (2)
—
2,693
51,679
August 14, 2023
(1), (2)
—
2,764
55,142
November 14, 2023
(1), (2)
—
2,532
56,717
December 31, 2023
(2)
—
2,684
56,847
January 27, 2023
February 7, 2024
285,000
—
—
—
285,000
29,455
13,043
904,900
Kirk D. Tholen
February 15, 2023
February 15, 2023
34,080
—
734,083
February 14, 2023
(1), (2)
—
1,855
39,178
May 15, 2023
(1), (2)
—
2,108
40,453
August 14, 2023
(1), (2)
—
2,163
43,152
November 14, 2023
(1), (2)
—
1,982
44,397
December 31, 2023
(2)
—
9,283
196,614
January 27, 2023
February 7, 2024
341,000
—
—
—
341,000
34,080
17,391
1,097,877
Thomas M. Wynne
February 15, 2023
February 15, 2023
34,080
—
734,083
February 14, 2023
(1), (2)
—
2,366
49,970
May 15, 2023
(1), (2)
—
2,690
51,621
August 14, 2023
(1), (2)
—
2,760
55,062
November 14, 2023
(1), (2)
—
2,529
56,650
December 31, 2023
(2)
—
2,970
62,905
January 27, 2023
February 7, 2024
345,000
—
—
—
345,000
34,080
13,315
$
1,010,291
(1) In accordance with the provisions of the SERP, a participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions when we pay a distribution to our common unitholders, which is added to the account balance in the form of phantom units.
(2) These contributions are made in accordance with the SERP plan document that has been approved by the Compensation Committee. Therefore, these contributions are not separately approved by the Compensation Committee.
(3) Awards under the STIP are subject to our achieving an annual financial performance target each year. However, determination of individual awards under the STIP is based on an assessment of the Named Executive Officer's performance, comparative compensation data of companies in our peer group and recommendation of the Chairman, President and CEO . The STIP does not specify any threshold or maximum payout amounts. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Annual Cash Incentive Bonus Awards " for additional information regarding the STIP awards.
(4) These amounts represent awards pursuant to our STIP. On January 27, 2023, the Compensation Committee set the EBITDA target amount for use in determining the total plan payout for 2023. The discretionary payout allocations to all participating employees is determined after the year is completed. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Annual Cash Incentive Bonus Awards " for additional information regarding the STIP awards.
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(5) Grants of restricted units under our LTIP are generally not subject to minimum thresholds, targets or maximum payout conditions. However, the vesting of these grants is subject to the satisfaction of certain performance criteria. The grants include a minimum value guarantee. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."
(6) These awards are grants of restricted units pursuant to our LTIP. The grants include a minimum value guarantee. Mr. Cantrell did not receive an LTIP award in 2023 as his retirement in March 2023 was prior to the vesting of these grants. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."
(7) These awards are phantom units added to each Named Executive Officer's SERP notional account balance. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ."
(8) We calculated the fair value of LTIP awards granted on February 15, 2023 to our Named Executive Officers using a value of $21.54 per unit, the closing unit price on the grant date. We calculated the fair value of SERP phantom unit awards using the market closing price on the date the phantom unit award was granted. Phantom units granted under the SERP vest on the date granted.
Narrative Disclosure Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table
Annual Cash Incentive Bonus Awards
Under the STIP, our Named Executive Officers are eligible for cash awards for our achieving an annual financial performance target. The annual performance target is recommended by the Chairman, President and CEO of our general partner and approved by the Compensation Committee, typically in January of each year. The performance target historically has been EBITDA-based, with items added or removed from the EBITDA calculation to ensure that the performance target reflects the pure operating results of our core business. (EBITDA is calculated as net income attributable to ARLP before net interest expense, income taxes and depreciation, depletion and amortization.) The aggregate cash available for awards under the STIP each year is dependent on our actual financial results for the year compared to the annual performance target. The cash available generally increases in relationship to our EBITDA, as adjusted, exceeding the minimum financial performance target and is subject to adjustment by the Compensation Committee in its discretion. The Compensation Committee maintains discretion to grant cash bonus awards outside of the STIP to address special situations. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Annual Cash Incentive Bonus Awards ."
Long-Term Incentive Plan
Under the LTIP, grants may be made of either (a) restricted units, (b) options to purchase common units, although to date, no grants of options have been made, and (c) cash awards. Annual grant levels for designated participants (including our Named Executive Officers) are recommended by our general partner's Chairman, President and CEO, subject to the review and approval of the Compensation Committee. Restricted units granted under the LTIP are "phantom" or notional units that upon vesting entitle the participant to receive an ARLP unit. Restricted units granted under the LTIP vest at the end of a stated period from the grant date (which is currently approximately three years for all outstanding restricted units), provided we achieve an aggregate performance target for that period. The performance target is based on a normalized EBITDA measure, with that measure typically being similar to the STIP measure for the year of the grant. The target, however, requires achieving an aggregate performance level for the three-year period. The grants include a minimum value guarantee. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."
During the fourth quarter of 2020, it was determined the vesting performance requirement with respect to the 2020 Grants was not probable of being satisfied, and previously recognized expense for the 2020 Grants was reversed. In December 2020, the 2020 Grant to Mr. Tholen was canceled and the Compensation Committee approved amending the terms of the 2020 Grants to participants other than Mr. Tholen. The amendments to the 2020 Grants revised the vesting performance requirement and increased the number of restricted units granted under the amended 2020 Grants. The amended 2020 Grants vested on January 1, 2023.
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In addition, in 2020 the Compensation Committee approved new 2020 service-based vesting LTIP awards. These awards are denominated in cash were paid 75% in February 2022 and 25% in February 2023 for all participants other than Mr. Tholen. Mr. Tholen was granted a service-based vesting award denominated in cash and was paid one-half in February 2022 and one-half in February 2023.
These 2020 LTIP actions were taken by the Compensation Committee in recognition of the difficulty of managing our business through the unprecedented impacts of the COVID-19 pandemic and based on its determination that such actions were prudent and necessary to help retain and motivate our management team. They are described herein to provide details regarding the LTIP awards that are included below within the table titled "Units Vested Table for 2023."
Supplemental Executive Retirement Plan
Under the terms of the SERP, participants were entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to his or her percentage allocation multiplied by the sum of base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year. A participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions. The calculated distributions are added to the notional account balance in the form of additional phantom units. All amounts granted under the SERP vest immediately and would be paid out upon the participant's termination or death in ARLP common units equal to the number of phantom units then credited to the participant's account, subject to reduction of the number of units distributed to cover withholding obligations. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ."
Salary and Bonus in Proportion to Total Compensation
The following table shows the total of salary and bonus in proportion to total compensation from the Summary Compensation Table:
Salary and
Bonus as a % of
Salary and
Total
Total
Name
Year
Bonus ($) (1)
Compensation ($)
Compensation ($)(1)
Joseph W. Craft III
2023
1
1
100.0%
Cary P. Marshall
2023
319,609
1,269,532
25.2%
Brian L. Cantrell
2023
894,472
901,020
99.3%
R. Eberley Davis
2023
415,966
1,418,674
29.3%
Kirk D. Tholen
2023
1,500,000
2,798,097
53.6%
Thomas M. Wynne
2023
488,393
1,668,631
29.3%
(1) Percentages were calculated using the base salary and bonus of the Named Executive Officers. The bonus we provided in 2023 to our Named Executive Officers was the second payment of the 2020 service-based vesting LTIP awards which were paid in cash in February 2023 and a separate cash bonus to Mr. Cantrell.
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Outstanding Equity Awards at 2023 Fiscal Year End Table
Equity
Equity
Incentive Plan
Incentive Plan
Awards:
Awards:
Market or
Number of
Payout Value
Unearned
of Unearned
Units or Other
Units or
Rights That
Other Rights
Have Not
That Have
Name
Vested (#)(1)
Not Vested ($)(2)
Joseph W. Craft III
—
$
—
Cary P. Marshall
124,278
2,632,208
Brian L. Cantrell
—
—
R. Eberley Davis
196,447
4,160,748
Kirk D. Tholen
310,103
6,567,982
Thomas M. Wynne
227,292
4,814,044
(1) Amounts represent restricted units awarded under the LTIP that were not vested as of December 31, 2023. Subject to our achieving financial performance targets, these units will vest as follows:
January 1,
Name
2024
2025
2026
Joseph W. Craft III
—
—
—
Cary P. Marshall
64,160
29,173
30,945
Brian L. Cantrell
—
—
—
R. Eberley Davis
119,800
47,192
29,455
Kirk D. Tholen
198,020
78,003
34,080
Thomas M. Wynne
138,610
54,602
34,080
Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ." All grants of restricted units under the LTIP include the contingent right to receive quarterly cash distributions in an amount equal to the cash distributions we make to unitholders during the vesting period.
(2) Stated values are based on $21.18 per unit, the closing price of our common units on December 29, 2023, the final market trading day of 2023.
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Units Vested Table for 2023
Unit Awards
Number of Units
Acquired on Vesting
Value Realized on
Name
(#)(1)
Vesting ($)(1)
Joseph W. Craft III
—
$
—
Cary P. Marshall
51,842
1,053,429
Brian L. Cantrell
69,152
1,405,169
R. Eberley Davis
88,078
1,789,745
Kirk D. Tholen
—
—
Thomas M. Wynne
101,629
2,065,101
(1) Amounts represent the number and value of restricted units granted under the LTIP that vested in 2023. All of these units vested on January 1, 2023 and are valued at $20.32 per unit, the closing price on December 30, 2022, the final market trading day of 2022. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Equity Awards under the LTIP ."
Nonqualified Deferred Compensation Table for 2023
Aggregate
Executive
Registrant
Aggregate
Withdrawals/
Aggregate
Contributions
Contributions
Earnings
Distributions
Balance
in Last Fiscal
in Last Fiscal
in Last Fiscal
in Last Fiscal
at Last Fiscal
Name
Year ($) (1)
Year ($) (2)
Year ($) (3)
Year ($) (4)
Year End ($) (5)
Joseph W. Craft III
—
—
1,224,776
—
7,689,463
Cary P. Marshall
—
24,632
180,648
—
1,158,694
Brian L. Cantrell
—
—
28,887
(999,939)
—
R. Eberley Davis
—
56,847
282,507
—
1,830,354
Kirk D. Tholen
—
196,614
221,116
—
1,584,688
Thomas M. Wynne
—
62,905
282,123
—
1,833,976
(1) Column not applicable.
(2) Amounts represent awards of phantom units contributed to each Named Executive Officer's SERP notional account balance. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ." These amounts have also been included within the "All Other Compensation" column of the Summary Compensation Table for the 2023 year.
(3) Amounts represent earnings accrued during 2023 on each Named Executive Officer's SERP notional account balance for additional phantom units as a result of quarterly distributions on our common units and changes in the market value of the notional account balance. The market value of the notional account balance at the end of 2023 and 2022 was $21.18 and $20.32 per common unit, respectively. Earnings were not above-market or preferential.
(4) Amount represents a payout of Mr. Cantrell's SERP notional account balance upon his retirement in March 2023 and was valued $20.27 per unit, representing the closing price of our common units on March 30, 2023.
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(5) Amounts represent the Named Executive Officer's cumulative notional account balance of phantom units valued at $21.18, the closing price of our common units on December 29, 2023, the final market-trading day of 2023. The amounts include aggregate phantom unit quarterly distributions, changes in market value and the following aggregate amounts contributed since inception to each Named Executive Officer's SERP notional account balance including the amounts contributed in the last fiscal year shown in the table above: Mr. Craft, $670,927; Mr. Marshall, $253,302; Mr. Davis, $745,813; Mr. Tholen; $657,614; and Mr. Wynne, $673,959. These amounts contributed since inception, other than the amounts contributed in the last fiscal year, were previously reported as compensation in the Summary Compensation Table in previous years if the Named Executive Officer was included in those years. On December 14, 2023 the Compensation Committee approved termination of the SERP, and authorized distribution of accounts to participants on December 15, 2024 or as soon thereafter as practical. As a result, all SERP accounts are expected to be settled prior to the end of the 2024 year. The accounts will continue to accrue benefits in accordance with plan terms until distributed.
Narrative Discussion Relating to the Nonqualified Deferred Compensation Table for 2023
Supplemental Executive Retirement Plan
Under the terms of the SERP, participants were entitled to receive on December 31 of each year an allocation of phantom units having a fair market value equal to their percentage allocation multiplied by the sum of base salary and cash bonus received that year, then reduced by any supplemental contribution that was made to our defined contribution PSSP for the participant that year. A participant's cumulative notional phantom unit account balance earns the equivalent of common unit distributions. The calculated distributions are added to the notional account balance in the form of additional phantom units. All amounts granted under the SERP vest immediately and would be paid out upon the participant's termination or death in ARLP common units equal to the number of phantom units then credited to the participant's account, subject to reduction of the number of units distributed to cover withholding obligations. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan ."
Potential Payments Upon a Termination or Change of Control
Each of our Named Executive Officers (other than Mr. Cantrell, described below) is eligible to receive accelerated vesting and payment under the LTIP and the SERP upon certain terminations of employment or upon our change in control. Upon a "change of control," as defined in the LTIP, all awards outstanding under the LTIP will automatically vest and become payable or exercisable, as the case may be, in full. In this regard, all restricted periods shall terminate and all performance criteria, if any, shall be deemed to have been achieved at the maximum level. The LTIP defines a "change in control" as one of the following events: (1) any sale, lease, exchange or other transfer of all or substantially all of our assets or Alliance Coal's assets to any person other than a person who is our affiliate; (2) the consolidation or merger of Alliance Coal with or into another person pursuant to a transaction in which the outstanding voting interests of Alliance Coal are changed into or exchanged for cash, securities or other property, other than any such transaction where (a) the outstanding voting interests of Alliance Coal are changed into or exchanged for voting stock or interests of the surviving corporation or its parent and (b) the holders of the voting interests of Alliance Coal immediately prior to such transaction own, directly or indirectly, not less than a majority of the voting stock or interests of the surviving corporation or its parent immediately after such transaction; or (3) a person or group being or becoming the beneficial owner of more than 50% of all voting interests of Alliance Coal then outstanding.
The amounts each of our Named Executive Officers could receive under the SERP have been previously disclosed in "Item 11. Nonqualified Deferred Compensation Table for 2023" and the amounts each of the Named Executive Officers could receive under the LTIP have been previously disclosed in "Item 11. Outstanding Equity Awards at 2023 Fiscal Year End Table", in each case assuming the triggering event occurred on December 31, 2023. In addition, if a Named Executive Officer's employment were terminated as a result of one of certain enumerated events in the SERP, the Named Executive Officer would receive an amount based on an allocation for the year of termination. Please see "Item 11. Compensation Discussion and Analysis—Compensation Components— Supplemental Executive Retirement Plan " for additional information regarding the enumerated events and allocation determination. The exact amount that any Named Executive Officer would receive could only be determined with certainty upon an actual termination or change in control.
None of our Named Executive Officers are eligible for severance or change in control benefits outside of their SERP payments and potential equity award acceleration described above.
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In connection with Mr. Cantrell's retirement in 2023, he received a settlement of his SERP account valued at $999,939 and a $750,000 cash bonus.
Director Compensation
The sole member of our general partner has the right to set the compensation of the directors of our general partner. Typically, such compensation has been set by the Compensation Committee with the concurrence of Mr. Craft, who indirectly owns our general partner. Mr. Craft, our only employee director, received no director compensation for 2023, and all compensation that Mr. Craft received in his capacity as an employee is set forth above within the Summary Compensation Table. The directors of MGP devote 100% of their time as directors of MGP to the business of the ARLP Partnership.
Director Compensation Table for 2023
Change in Pension
Non-Equity
Value and
Fees earned
Unit
Option
Incentive Plan
Nonqualified Deferred
All Other
or Paid in
Awards
Awards
Compensation
Compensation
Compensation
Name
Cash ($)
($) (2)(3)
($)(1)
($)(1)
Earnings ($)(1)
($)(1)
Total ($)
Robert J. Druten
$
195,000
$
36,930
$
—
$
—
$
—
$
—
$
231,930
John H. Robinson
195,000
—
—
—
—
—
195,000
Wilson M. Torrence
215,000
30,332
—
—
—
—
245,332
Nick Carter
185,000
—
—
—
—
—
185,000
(1) Columns are not applicable to 2023 director compensation.
(2) Amounts represent the grant date fair value of equity awards in 2023 related to deferrals of distributions earned on deferred units (computed pursuant to FASB ASC 718, using the same assumptions as used for financial reporting purposes and which are more fully described in "Item 8. Financial Statements and Supplementary Data—Note 16 – Common Unit-Based Compensation Plans "). Please see Narrative to Director Compensation Table , below.
(3) At December 31, 2023, each director had the following number of "phantom" ARLP common units credited to his notional account under the Directors' Deferred Compensation Plan:
Directors
Deferred
Compensation
Name
Plan (in Units)
Robert J. Druten
14,696
John H. Robinson
—
Wilson M. Torrence
12,064
Nick Carter
—
Narrative to Director Compensation Table
Compensation for our non-employee directors includes an annual cash retainer paid quarterly in advance on a pro rata basis. The annual retainer for 2023 was $185,000. In addition to the retainer, Mr. Torrence also was entitled to annual cash compensation in 2023 of $30,000 for service as Chairman of the Audit Committee, and Mr. Robinson and Mr. Druten also were entitled to additional annual cash compensation of $10,000 each for service as Chairman of the Compensation Committee and the Conflicts Committee, respectively.
Prior to 2024, Directors had the option to defer all or part of their cash compensation pursuant to the Directors' Deferred Compensation Plan by completing an election form prior to the beginning of each calendar year. No director elected to defer cash compensation in 2023. On December 14, 2023 the Board of Directors approved termination of the Directors' Deferred Compensation Plan, and authorized distribution of accounts on December 15, 2024 or as soon
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thereafter as practical. Termination rules regarding deferred compensation plans required termination of this plan in connection with termination of the SERP.
Pursuant to the Directors' Deferred Compensation Plan, a notional account was established for deferred amounts of cash compensation and credited with notional common units of ARLP, described in the plan as "phantom" units. The number of phantom units credited was determined by dividing the amount deferred by the average closing unit price for the ten trading days immediately preceding the deferral date. When quarterly cash distributions were made with respect to ARLP common units, an amount equal to such quarterly distribution was credited to the notional account as additional phantom units. Payment of accounts under the Directors' Deferred Compensation Plan will be made in ARLP common units equal to the number of phantom units then credited to the director's account.
Directors could elect to receive payment of the account resulting from deferrals during a plan year either (a) on the January 1 on or next following their separation from service as a director or (b) on the earlier of a specified January 1 or the January 1 on or next following their separation from service. The payment election was required prior to each plan year; if no election was made, the account would be paid on the January 1 on or next following the director's separation from service. The Directors' Deferred Compensation Plan was administered by the Compensation Committee, and the Board of Directors reserved the right to change or terminate the plan at any time, provided that accrued benefits under the plan were not impaired.
Upon any recapitalization, reorganization, reclassification, split of common units, distribution or dividend of securities on ARLP common units, our consolidation or merger, or sale of all or substantially all of our assets or other similar transaction that is effected in such a way that holders of common units are entitled to receive (either directly or upon subsequent liquidation) cash, securities or assets with respect to or in exchange for ARLP common units, the Compensation Committee shall, in its sole discretion (and upon the advice of financial advisors as may be retained by the Compensation Committee), immediately adjust the notional balance of phantom units in each director's account under the Directors' Deferred Compensation Plan to equitably credit the fair value of the change in the ARLP common units and/or the distributions (of cash, securities or other assets) received or economic enhancement realized by the holders of the ARLP common units.
CEO Pay Ratio Disclosures
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Joseph W. Craft III, our CEO.
For 2023, our last completed fiscal year:
● The median of the annual total compensation of all employees of our company (other than the CEO) was $109,758.
● The annual total compensation of our CEO, as reported in the Summary Compensation Table was $1.
● Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 0.00001 to 1.
To determine the annual total compensation of our median employee and our CEO, we took the following steps:
● We determined that, as of December 31, 2023, our employee population consisted of approximately 3,595 individuals with the vast majority of these individuals located in the United States. This population consisted of our full-time and part-time employees, as we do not have seasonal workers.
● We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023.
● We identified our median employee for 2023 by consistently applying this compensation measure to all of our employees included in our analysis. Since the vast majority of our employees, including our CEO, are located in the United States, we did not make any cost of living adjustments in identifying the median employee.
● After we identified our median employee, we combined all of the elements of such employee's compensation for the 2023 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in
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annual total compensation of $109,758, comprised of such employee's W-2 compensation of $103,299 and contributions in the amount of $6,459 that we made on the employee's behalf to our 401(k) plan for the 2023 year.
● With respect to the annual total compensation of our CEO, we used the amount reported in the "Total" column of our 2023 Summary Compensation Table.
Compensation Committee Interlocks and Insider Participation
Mr. Craft, Chairman, President and CEO of our general partner, is also Chairman, President and CEO of AGP. Otherwise, none of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of the Board of Directors or Compensation Committee of our general partner.
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ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED UNITHOLDER MATTERS
The following table sets forth certain information as of February 8, 2024, regarding the beneficial ownership of common units held by (a) each director of our general partner, (b) each executive officer of our general partner identified in the Summary Compensation Table included in "Item 11. Executive Compensation" above, (c) all directors and executive officers as a group, and (d) each person known by our general partner to be the beneficial owner of 5% or more of our common units. The address of our general partner and, unless otherwise indicated in the footnotes to the table below, each of the directors, executive officers and 5% unitholders reflected in the table below is 1717 South Boulder Avenue, Suite 400, Tulsa, Oklahoma 74119. Unless otherwise indicated in the footnotes to the table below, the common units reflected as being beneficially owned by our general partner's directors and Named Executive Officers are held directly by such directors and officers. The percentage of common units beneficially owned is based on 128,061,981 common units outstanding as of February 8, 2024.
Percentage of Common
Common Units
Units
Name of Beneficial Owner
Beneficially Owned
Beneficially Owned
Directors and Executive Officers
Joseph W. Craft III (1)
18,800,000
14.7%
Nick Carter
20,000
*
Robert J. Druten
25,628
*
John H. Robinson
7,462
*
Wilson M. Torrence
40,396
*
Brian L. Cantrell
252,193
*
R. Eberley Davis
262,446
*
Cary P. Marshall (2)
1,077,748
*
Kirk D. Tholen
110,396
*
Thomas M. Wynne (3)
1,284,334
1.0%
All directors and executive officers as a group (14 persons)
22,392,314
17.5%
5% Common Unit Holder
Kathleen Mowry
16,167,865
12.6%
*
Less than one percent.
(1) The common units attributable to Mr. Craft consist of (i) 18,631,398 common units held directly by him and (ii) 168,602 common units attributable to Mr. Craft's spouse.
(2) The common units attributable to Mr. Marshall consist of common units held through a trust and another entity controlled by him.
(3) The common units attributable to Mr. Wynne consist of (i) 859,940 common units held directly by him and (ii) 424,394 common units held through a trust and another entity controlled by him.
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Equity Compensation Plan Information
Number of units to be issued upon
Number of units remaining
exercise/vesting of outstanding
Weighted-average exercise
available for future issuance
options, warrants and rights
price of outstanding options,
under equity compensation plans
Plan Category
as of December 31, 2023
warrants and rights
as of December 31, 2023
Equity compensation plans approved by unitholders:
Long-Term Incentive Plan
2,710,344
N/A
7,886,556
Equity compensation plans not approved by unitholders:
Supplemental Executive Retirement Plan
785,186
N/A
N/A
Directors' Deferred Compensation
26,760
N/A
N/A
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Omnibus Agreement
We are party to an omnibus agreement with MGP and AGP, which governs potential competition among us and the other parties to this agreement. Pursuant to the terms of the omnibus agreement, AGP and its affiliates agreed, for so long as Mr. Craft controls MGP, not to engage in the business of mining, marketing or transporting coal in the United States, unless it first offers us the opportunity to engage in a potential activity or acquire a potential business, and the Board of Directors, with the concurrence of its Conflicts Committee, elects to cause us not to pursue such opportunity or acquisition. In addition, AGP has the ability to purchase businesses, the majority value of which is not mining, marketing or transporting coal, provided AGP offers us the opportunity to purchase the coal assets following the acquisition. The restriction does not apply to the assets retained and business conducted by an affiliate of AGP at the closing of our initial public offering. Except as provided above, AGP and its affiliates are prohibited from engaging in activities wherein they compete directly with us.
Related-Party Transactions
In addition to the related-party policies and transactions discussed in "Item 8. Financial Statements and Supplementary Data — Note 1 — Organization and Presentation and Note 20 — Related-Party Transactions" ARLP has the following additional related-party transactions:
Expense Reimbursements
Our partnership agreement provides that MGP and its affiliates be reimbursed for all direct and indirect expenses incurred or payments made on behalf of us, including, but not limited to, director fees and expenses. MGP may determine in its sole discretion the expenses that are allocable to us. Total costs billed to us by MGP and its affiliates were approximately $1.0 million for the year ended December 31, 2023. The executive officers of MGP are employees of and paid by Alliance Coal, and the reimbursement we pay to MGP pursuant to the partnership agreement does not include any compensation expenses associated with them.
JC Land
Alliance Coal has a time-sharing agreement with JC Land concerning Alliance Coal's use of an airplane owned by JC Land. In accordance with the provisions of that agreement, Alliance Coal paid JC Land $0.3 million for the year ended December 31, 2023 for use of the aircraft.
Effective August 1, 2013, Alliance Coal entered into an expense reimbursement agreement with JC Land regarding pilots employed by Alliance Coal to operate aircraft owned by Alliance Service, Inc. and JC Land. In accordance with the expense reimbursement agreement, JC Land reimburses Alliance Coal for a portion of the compensation expense for its pilots. JC Land paid us $0.3 million in 2023 pursuant to this agreement. Separately, JC Land paid us $0.5 million during 2023 for fuel, pilot travel, etc. paid by us on their behalf.
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Director Independence
As a publicly traded limited partnership listed on the NASDAQ Global Select Market, we are required to maintain a sufficient number of independent directors on the board of our general partner to satisfy the audit committee requirement set forth in NASDAQ Rule 4350(d)(2). Rule 4350(d)(2) requires us to maintain an audit committee of at least three members, each of whom must, among other requirements, be independent as defined under NASDAQ Rule 4200(a)(15) and meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act (subject to the exemptions provided in Rule 10A-3(c)).
All members of the Audit and Compensation Committees—Messrs. Torrence, Carter, Druten and Robinson—are independent directors as defined under applicable NASDAQ and Exchange Act rules. Please see "Item 10. Directors, Executive Officers and Corporate Governance of the General Partner—Audit Committee" and "Item 11. Executive Compensation—Compensation Discussion and Analysis."
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The firm of Grant Thornton LLP is our independent registered public accounting firm for the 2023 year. The following table sets forth fees paid to Grant Thornton LLP during the years ended December 31, 2023 and 2022:
2023
2022
(in thousands)
Audit Fees (1)
$
748
$
813
Audit-related fees (2)
207
59
Tax fees (3)
—
—
All other fees
—
—
Total
$
955
$
872
(1) Audit fees consist primarily of the audit and quarterly reviews of the consolidated financial statements, but can also be related to statutory audits of subsidiaries required by governmental or regulatory bodies, attestation services required by statute or regulation, comfort letters, consents, assistance with and review of documents filed with the SEC, work performed by tax professionals in connection with the audit and quarterly reviews, and accounting and financial reporting consultations and research work necessary to comply with GAAP.
(2) Audit-related fees consist primarily of attest services related to financial reporting that are not required by statue or regulation but can also include accounting consultations and audits in connections with acquisitions.
(3) Tax fees consist primarily of services rendered for tax compliance, tax advice, and tax planning.
The charter of the Audit Committee provides that the committee is responsible for the pre-approval of all auditing services and permitted non-audit services to be performed for us by our independent registered public accounting firm, subject to the requirements of applicable law. In accordance with such charter, the Audit Committee may delegate the authority to grant such pre-approvals to the Audit Committee chairman or a sub-committee of the Audit Committee, which pre-approvals are then reviewed by the full Audit Committee at its next regular meeting. Typically, however, the Audit Committee itself reviews the matters to be approved. The Audit Committee periodically monitors the services rendered by and actual fees paid to the independent registered public accounting firm to ensure that such services are within the parameters approved by the Audit Committee.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements and Supplementary Data.
Page
Report of Independent Registered Public Accounting Firm-Grant Thornton LLP (PCAOB ID Number 248)
100
Consolidated Balance Sheets
102
Consolidated Statements of Income
103
Consolidated Statements of Comprehensive Income
104
Consolidated Statements of Cash Flows
105
Consolidated Statement of Partners' Capital
106
Notes to Consolidated Financial Statements
107
1. Organization and Presentation
107
2. Summary of Significant Accounting Policies
109
3. Acquisitions
117
4. Inventories
120
5. Property, Plant and Equipment
121
6. Long-Term Debt
122
7. Income Taxes
124
8. Leases
126
9. Fair Value Measurements
127
10. Partners' Capital
127
11. Variable Interest Entities
128
12. E quity Investments
130
13. Revenue From Contracts With Customers
131
14. Earnings Per Limited Partner Unit
132
15. Employee Benefit Plans
133
16. Common Unit-Based Compensation Plans
137
17. Supplemental Cash Flow Information
138
18. Asset Retirement Obligations
139
19. Accrued Workers' Compensation and Pneumoconiosis Benefits
140
20. Related-Party Transactions
142
21. Commitments and Contingencies
144
22. Concentration of Credit Risk and Major Customers
144
23. Segment Information
145
Supplemental Oil & Gas Reserve Information (Unaudited)
148
(a)(2) Financial Statement Schedule.
Schedule I – Condensed Financial Information of Registrant
153
All other schedules are omitted because they are not applicable or the information is shown in the financial statements or notes thereto.
185
Table of Contents
(a)(3) and (c) The exhibits listed below are filed as part of this annual report.
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
SEC
File No. and
Film No.
Exhibit
Filing Date
Filed
Herewith*
3.1
Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P.
8-K
000-26823
17990766
3.2
07/28/2017
3.2
Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P.
10-K
000-26823
583595
3.2
03/29/2000
3.3
Amended and Restated Certificate of Limited Partnership of Alliance Resource Partners, L.P.
8-K
000-26823
17990766
3.6
07/28/2017
3.4
Certificate of Limited Partnership of Alliance Resource Operating Partners, L.P.
S-1/A
333-78845
99669102
3.8
07/23/1999
3.5
Certificate of Formation of Alliance Resource Management GP, LLC
S-1/A
333-78845
99669102
3.7
07/23/1999
3.6
Amendment No. 1 to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P.
10-K
000-26823
18634680
3.9
02/23/2018
3.7
Amendment No. 2 to Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., dated as of May 31, 2018.
8-K
000-26823
1883834
3.3
06/06/2018
3.8
Amendment No. 3 to Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., dated as of June 1, 2018.
8-K
000-26823
1883834
3.4
06/06/2018
3.9
Amendment No. 1 to Amended and Restated Agreement of Limited Partnership of Alliance Resource Operating Partners, L.P., dated as of May 31, 2018.
8-K
000-26823
1883834
3.5
06/06/2018
3.10
Third Amended and Restated Operating Agreement of Alliance Resource Management GP, LLC, dated as of May 31, 2018.
8-K
000-26823
1883834
3.7
06/06/2018
4.1
Form of Common Unit Certificate (Included as Exhibit A to the Fourth Amended and Restated Agreement of Limited Partnership of Alliance Resource Partners, L.P., included in this Exhibit Index as Exhibit 3.2).
8-K
000-26823
17990766
3.2
07/28/2017
186
Table of Contents
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
SEC
File No. and
Film No.
Exhibit
Filing Date
Filed
Herewith*
4.2
Indenture, dated as of April 24, 2017, by and among Alliance Resource Operating Partners, L.P. and Alliance Resource Finance Corporation, as issuers, Alliance Resource Partners, L.P., as parent, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.
8-K
000-26823
17798539
4.1
04/24/2017
4.3
Form of 7.500% Senior Note due 2025 (included in Exhibit 4.2).
8-K
000-26823
17778550
4.1
04/24/2017
4.4
Description of the Registrant's Securities registered under Section 12 of the Securities Exchange Act of 1934.
10-K
000-26823, 23666549
4.4
02/24/2023
10.1
Contribution and Assumption Agreement, dated August 16, 1999, among Alliance Resource Holdings, Inc., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC, Alliance Resource Partners, L.P., Alliance Resource Operating Partners, L.P. and the other parties named therein
10-K
000-26823
583595
10.3
03/29/2000
10.2
Omnibus Agreement, dated August 16, 1999, among Alliance Resource Holdings, Inc., Alliance Resource Management GP, LLC, Alliance Resource GP, LLC and Alliance Resource Partners, L.P.
10-K
000-26823
583595
10.4
03/29/2000
10.3 (1)
Alliance Coal, LLC Short-Term Incentive Plan
10-K
000-26823
583595
10.12
03/29/2000
10.4 (1)
Alliance Coal, LLC Supplemental Executive Retirement Plan
S-8
333-85258
02595143
99.2
04/01/2002
10.5 (1)
Alliance Resource Management GP, LLC Deferred Compensation Plan for Directors
S-8
333-85258
02595143
99.3
04/01/2002
10.6
Third Amended and Restated Charter for the Audit Committee of the Board of Directors
þ
10.7
Second Amendment to the Omnibus Agreement dated May 15, 2006 by and among Alliance Resource Partners, L.P., Alliance Resource GP, LLC, Alliance Resource Management GP, LLC, Alliance Resource Holdings, Inc., Alliance Resource Holdings II, Inc., AMH-II, LLC, Alliance Holdings GP, L.P., Alliance GP, LLC and Alliance Management Holdings, LLC
10-Q
000-26823
061017824
10.1
08/09/2006
10.8
Administrative Services Agreement dated May 15, 2006 among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource Holdings II, Inc.,
10-Q
000-26823
061017824
10.2
08/09/2006
187
Table of Contents
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
SEC
File No. and
Film No.
Exhibit
Filing Date
Filed
Herewith*
Alliance Holdings GP, L.P. and Alliance GP, LLC
10.9 (1)
First Amendment to the Alliance Coal, LLC Short-Term Incentive Plan
10-K
000-26823
07660999
10.52
03/01/2007
10.10 (1)
Second Amendment to the Alliance Coal, LLC Short-Term Incentive Plan
10-K
000-26823
08654096
10.53
02/29/2008
10.11 (1)
Amended and Restated Alliance Coal, LLC Supplemental Executive Retirement Plan dated as of January 1, 2011
10-K
000-26823
11645603
10.40
02/28/2011
10.12 (1)
Amended and Restated Alliance Resource Management GP, LLC Deferred Compensation Plan for Directors dated as of January 1, 2011
10-K
000-26823
11645603
10.42
02/28/2011
10.13
Amended and Restated Charter for the Compensation Committee of the Board of Directors dated January 27, 2023.
þ
10.14
Amended and Restated Administrative Services Agreement effective January 1, 2010, among Alliance Resource Partners, L.P., Alliance Resource Management GP, LLC, Alliance Resource Holdings II, Inc., Alliance Resource Operating Partners, L.P., Alliance Holdings GP, L.P. and Alliance GP, LLC.
10-Q
000-26823
101000555
10.1
08/09/2010
10.15
Receivables Financing Agreement, dated as of December 5, 2014, among Borrower, PNC Bank, National Association, as administrative agent as well as the letter of credit bank, the persons from time to time party thereto as lenders, the persons from time to time party thereto as letter of credit participants, and Alliance Coal, LLC, as initial servicer
8-K
000-26823
141277053
10.3
12/10/2014
10.16 (1)
The Amended and Restated Alliance Coal, LLC Long-Term Incentive Plan as amended by the Third Amendment and Fourth Amendment
10-K
000-26823
161460619
10.46
02/26/2016
10.17
First Amendment to the Receivables Financing Agreement, dated as of December 4, 2015
10-Q
000-26823
161634229
10.1
05/10/2016
10.18
Second Amendment to the Receivables Financing Agreement, dated as of February 24, 2016
10-Q
000-26823
161634229
10.2
05/10/2016
10.19
Third Amendment to the Receivables Financing Agreement, dated as of December 2, 2016
10-K
000-26823
17636362
10.45
02/24/2017
188
Table of Contents
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
SEC
File No. and
Film No.
Exhibit
Filing Date
Filed
Herewith*
10.20
Fourth Amendment to the Receivables Financing Agreement, dated as of November 27, 2017
10-K
000-26823
18634680
10.47
02/23/2018
10.21
Fifth Amendment to the Receivables Financing Agreement, dated as of January 17, 2018
10-K
000-26823
18634680
10.48
02/23/2018
10.22
Sixth Amendment to the Receivables Financing Agreement, dated as of June 19, 2018
10-Q
000-26823
18994075
10.2
08/06/2018
10.23
Seventh Amendment to the Receivables Financing Agreement, dated as of January 16, 2019
10-K
000-26823
19624803
10.52
02/22/2019
10.24
Eighth Amendment to the Receivables Financing Agreement, dated as of October 22, 2019.
10-Q
000-26823
191192460
10.2
11/05/2019
10.25
Fifth Amended and Restated Credit Agreement, dated as of March 9, 2020, by and among Alliance Resource Operating Partners, L.P., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
8-K
000-26823
20711345
10.1
03/13/2020
10.26
Fifth Amendment to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan.
8-K
000-26823
201385345
10.1
12/14/2020
10.27
Ninth Amendment to the Receivables Financing Agreement, dated as of January 15, 2021.
10-K
000-26823
21663570
10.64
02/23/2021
10.28
Tenth Amendment to the Receivables Financing Agreement, dated as of January 14, 2022.
10-K
000-26823
22677260
10.57
02/25/2022
10.29
Eleventh Amendment to the Receivables Financing Agreement, dated as of January 13, 2023.
10-K
000-26823
23666549
10.54
02/24/2023
10.30
Thirteenth Amendment to the Receivables Financing Agreement, dated as of January 12, 2024.
10-K
þ
189
Table of Contents
10.31
Credit Agreement, dated as of January 13, 2023, among Alliance Coal, LLC, as borrower, Alliance Resource Operating Partners, L.P., Alliance Resource Partners, L.P., UC Coal, LLC, UC Mining, LLC, UC Processing, LLC and MGP II, LLC as additional Alliance entities and the initial lenders, initial issuing banks and swingline bank named therein, PNC Bank, National Association as administrative agent and collateral agent and PNC Capital Markets LLC, BOKF, NA DBA Bank of Oklahoma, Fifth Third Bank, National Association, Old National Bank and Trust Securities, Inc. as joint lead arrangers and joint bookrunners and the other institutions named therein as documentation agents.
8-K
000-26823
23540292
10.1
01/20/2023
10.32
Sixth Amendment to the Amended and Restated Alliance Coal, LLC 2000 Long-Term Incentive Plan.
8-K
000-26823
221401012
10.1
11/18/2022
14.1
Code of Ethics for Principal Executive Officer and Senior Financial Officers
10-K
000-26823
13656028
14.1
03/01/2013
21.1
List of Subsidiaries.
þ
23.1
Consent of Grant Thornton LLP.
þ
23.2
Consent of Cawley, Gillespie & Associates, Inc.
þ
31.1
Certification of Joseph W. Craft III, President and Chief Executive Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 23, 2024, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
þ
31.2
Certification of Cary P. Marshall, Senior Vice President and Chief Financial Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 23, 2024, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
þ
32.1
Certification of Joseph W. Craft III, President and Chief Executive Officer and Chairman of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 23, 2024, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
þ
32.2
Certification of Cary P. Marshall , Senior Vice President and Chief Financial Officer of Alliance Resource Management GP, LLC, the general partner of Alliance Resource Partners, L.P., dated February 23, 2024, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
þ
190
Table of Contents
95.1
Federal Mine Safety and Health Act Information
þ
96.1
Henderson/Union Resources SEC S-K 1300 Technical Report Summary dated February 2024.
þ
96.2
River View Complex SEC S-K 1300 Technical Report Summary February 2024.
þ
96.3
Hamilton Mine SEC S-K 1300 Technical Report Summary dated February 2022.
10-K/A
000-26823
221205681
96.3
08/26/2022
96.4
Gibson South Mine SEC S-K 1300 Technical Report Summary dated February 2022.
10-K/A
000-26823
221205681
96.4
08/26/2022
96.5
Tunnel Ridge Mine SEC S-K 1300 Technical Report Summary dated February 2023.
þ
97.1
Alliance Resource Partners, L.P. Incentive Based Compensation Recoupment Policy
þ
99.1
Report of Cawley, Gillespie & Associates, Inc., dated December 7, 2023
þ
101
Interactive Data File (Form 10-K for the year ended December 31, 2023 filed in Inline XBRL).
þ
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
þ
* Filed herewith (or furnished, in the case of Exhibits 32.1 and 32.2).
(1) Denotes management contract or compensatory plan or arrangement.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, in Tulsa, Oklahoma, on February 23, 2024.
ALLIANCE RESOURCE PARTNERS, L.P.
By:
Alliance Resource Management GP, LLC
its general partner
/s/ Joseph W. Craft III
Joseph W. Craft III
President, Chief Executive
Officer and Chairman
191
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Joseph W. Craft III
President, Chief Executive Officer,
and Chairman (Principal Executive Officer)
February 23, 2024
Joseph W. Craft III
/s/ Cary P. Marshall
Senior Vice President and
Chief Financial Officer (Principal Financial Officer)
February 23, 2024
Cary P. Marshall
/s/ Megan J. Cordle
Vice President, Controller and
Chief Accounting Officer (Principal Accounting Officer)
February 23, 2024
Megan J. Cordle
/s/ Nick Carter
Director
February 23, 2024
Nick Carter
/s/ Robert J. Druten
Director
February 23, 2024
Robert J. Druten
/s/ John H. Robinson
Director
February 23, 2024
John H. Robinson
/s/ Wilson M. Torrence
Director
February 23, 2024
Wilson M. Torrence
192