Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )


Arch Coal, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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You are cordially invited to attend our annual meeting of stockholders on Thursday, April 30, 2020. We will hold the meeting at 10:00 a.m., Central time, in the lower level auditorium at our headquarters located at CityPlace One, One CityPlace Drive, St. Louis, Missouri 63141.

In connection with the annual meeting, we have enclosed a notice of the meeting, a proxy statement and a proxy card. We have also enclosed a copy of our annual report for 2019, which contains detailed information about us and our operating and financial performance.

If you wish to attend the meeting in person, you will need to obtain an admission ticket in advance. You can request a ticket by following the instructions in the section entitled "How Do I Gain Admission to the Annual Meeting?" on page 1 of the proxy statement. I hope that you will be able to attend the meeting, but I know that not every stockholder will be able to do so. Whether or not you plan to attend, I encourage you to vote your shares. You may vote by telephone or via the Internet, or complete, sign and return the enclosed proxy card. The prompt execution of your proxy will be greatly appreciated.

Thank you for your continued support of Arch Coal. We look forward to seeing you at the annual meeting.

ARCH COAL, INC.
1 CityPlace Drive, Suite 300 St. Louis, Missouri 63141 t: (314) 994-2700

The annual meeting of stockholders (the "Annual Meeting") of Arch Coal, Inc., a Delaware corporation (the "Company"), will be held in the lower level auditorium at the Company's headquarters located at CityPlace One, One CityPlace Drive, St. Louis, Missouri 63141 on Thursday, April 30, 2020 at 10:00 a.m., Central time, to:

March 10, 2020 has been fixed as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof. If you own shares of common stock as of March 10, 2020, you may vote those shares via the Internet, by telephone or by attending the Annual Meeting and voting in person. If you received your proxy materials by mail, you may also vote your shares by completing and mailing your proxy/voting instruction card. If you wish to attend the Annual Meeting, you must request an admission ticket in advance by following the instructions set forth in the section entitled "How Do I Gain Admission to the Annual Meeting?" on page 1 of the proxy statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote by telephone or the Internet. If you received a proxy card by mail, you may complete, date and sign the proxy card and return it in the enclosed envelope.


		Page
PROXY HIGHLIGHTS		iii
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		1
When and Where Is the 2020 Annual Meeting of Stockholders Being Held?		1
Who May Vote at the Annual Meeting?		1
How Do I Gain Admission to the Annual Meeting?		1
What Items Will Be Voted on at the Annual Meeting?		1
What Are the Board's Voting Recommendations?		2
How Do I Vote?		2
May I Change My Vote?		2
How Many Votes Do I Have?		3
Is My Vote Confidential?		3
What Are Broker Non-Votes and How Are They Counted?		3
What Is the Voting Requirement to Approve Each of the Proposals?		3
What "Quorum" Is Required for the Annual Meeting?		4
What Is Householding?		4
Where Can I Find the Voting Results?		4
DIRECTORS AND CORPORATE GOVERNANCE PRACTICES		5
Overview		5
Corporate Governance Guidelines and Code of Business Conduct		5
Our Commitment to Environmental, Social and Governance ("ESG") Responsibility		5
Director Independence		6
Leadership Structure and Risk Oversight		7
Director Qualifications, Diversity and Biographies		7
Directors Nominated For Election at the Annual Meeting		9
Board Meetings and Committees		14
Board and Committee Self-Assessments		16
Director Retirement/Resignation Policies		16
Conflicts of Interest		17
Compensation Committee Interlocks and Insider Participation		17
Nomination Process for Election of Directors		17
Communicating with the Board of Directors		17
ELECTION OF DIRECTORS (PROPOSAL NO. 1)		18
Recommendation of the Board		18
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (PROPOSAL NO. 2)		19


		Page
Recommendation of the Board		19
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL NO. 3)		20
Fees Paid to Auditors		20
Recommendation of the Board		20
OTHER MATTERS		21
EXECUTIVE COMPENSATION		21
Compensation Discussion and Analysis		21
2019 Summary Compensation Table		36
Grants of Plan-Based Awards for the Year Ended December 31, 2019		37
Outstanding Equity Awards at December 31, 2019		38
Option Exercises and Stock Vested for the Year Ended December 31, 2019		39
Pension Benefits		39
Non-Qualified Deferred Compensation		40
Potential Payments upon Termination of Employment or Change in Control		41
DIRECTOR COMPENSATION		50
PERSONNEL AND COMPENSATION COMMITTEE REPORT		52
AUDIT COMMITTEE REPORT		53
EQUITY COMPENSATION PLAN INFORMATION		55
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS		56
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		57
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		58
STOCKHOLDER PROPOSALS FOR THE 2021 ANNUAL MEETING		59
INTERNET AVAILABILITY OF PROXY MATERIALS		60
PROXY SOLICITATION		60

PROXY HIGHLIGHTS

This summary highlights information contained in this Proxy Statement. The summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

•: Time and date: 10:00 a.m., Central time, April 30, 2020.
•: Place: Lower level auditorium at the Company's headquarters located at CityPlace One, One CityPlace Drive, St. Louis, Missouri 63141.
•: Record Date: March 10, 2020.
•: Voting: Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.
•: Notice of Annual Meeting: The notice of Annual Meeting, this Proxy Statement, the form of proxy and the Company's 2019 annual report were first mailed or made available to stockholders on or about March 16, 2020.
•: Admission Policy: If you wish to attend the Annual Meeting, you must request an admission ticket by following the instructions set forth in the section entitled "How Do I Gain Admission to the Annual Meeting?" on page 1 of the proxy statement.

Voting Items (With Board Recommendations in Parentheses)

•: Election of nine directors named in this proxy statement for a term of one year or until their successors are duly elected and qualified. (FOR EACH NOMINEE)
•: Advisory resolution to approve named executive officer compensation. (FOR)
•: Ratification of the appointment of Ernst & Young LLP, independent registered public accounting firm, as the Company's independent auditors for the year ending December 31, 2020. (FOR)

Board Nominees

The following nine directors have been nominated to stand for election at the Annual Meeting, with each serving a one-year term expiring at the 2021 annual meeting of stockholders: Patrick J. Bartels, Jr., James N. Chapman, John W. Eaves, Sherman K. Edmiston III, Robert B. Hamill, Holly Keller Koeppel, Patrick A. Kriegshauser, Paul A. Lang and Richard A. Navarre.

Key Elements of the Company's Compensation Program

•: Pay for Performance — A significant portion of compensation for each of our named executive officers is tied to key performance-based metrics.
•: Mix of Short-Term and Long-Term Incentives — Our incentive program has an appropriate mix of annual and long-term incentives.

•: Stock Ownership Guidelines — We have stock ownership guidelines in place for our executive officers and directors.
•: Clawback Policy — We have a clawback policy that applies to performance-based compensation granted to executive officers of the Company.
•: Anti-Hedging and Anti-Pledging Policy — We have a policy prohibiting directors, executive officers and employees from engaging in any action designed to hedge or offset any change in the value of the Company's stock and from pledging any Company security.
•: No Repricing of Stock Options — Repricing of stock options without stockholder approval is expressly prohibited under the Company's equity plan.

Corporate Governance Highlights

Board Composition —

•: Mr. James N. Chapman serves as the non-executive chairman of the Board. At the conclusion of the Annual Meeting, Mr. John W. Eaves will succeed Mr. Chapman as executive chairman of the Board, and Mr. Chapman will become lead independent director.
•: All of the Company's directors are independent, except for Mr. Eaves, the Company's chief executive officer, and Mr. Paul A. Lang, the Company's president and chief operating officer.
•: All of the Company's directors stand for election on an annual basis.
•: The average age of the directors is 57, and the average length of tenure is three years.
•: The Board annually assesses its performance through Board and committee self-evaluations.
•: The Nominating and Corporate Governance Committee leads the full Board in considering Board competencies.

Risk Oversight —

•: The Board is responsible for risk oversight, and its standing committees have particular oversight of key risks.
•: The Board oversees management as management fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.

Environmental, Social and Governance Responsibility —

•: The Company is committed to environmental, social and governance ("ESG") matters and being a responsible corporate citizen.
•: Safety, environmental stewardship, community engagement, the highest ethical standards and promoting a corporate culture of respect and inclusion are core values of the Company.
•: A significant portion of the Company's executive at-risk compensation is tied to safety and environmental matters.

Stockholder Engagement Program —

•: The Company regularly reaches out to stockholders to get feedback on matters such as executive compensation, corporate governance, ESG responsibility and other current and emerging issues and will continue this practice going forward.

The 2020 annual meeting of stockholders (the "Annual Meeting") of Arch Coal, Inc., a Delaware corporation ("Arch" or the "Company"), will be held on Thursday, April 30, 2020. The Annual Meeting will be held at 10:00 a.m., Central time, in the lower level auditorium at the Company's headquarters located at CityPlace One, One CityPlace Drive, St. Louis, Missouri 63141.

Stockholders of the Company on March 10, 2020, the record date for the Annual Meeting, are entitled to receive notice of and to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting. On the record date, the Company had 15,142,684 shares of Common Stock outstanding, consisting of 15,142,427 shares of Class A Common Stock and 257 shares of Class B Common Stock outstanding.

If you wish to attend the Annual Meeting, you must be a stockholder on the record date, register to attend the Annual Meeting, and request an admission ticket on or before April 23, 2020. Each stockholder planning to attend the Annual Meeting will be asked to present an admission ticket and a valid photo identification, such as a driver's license or passport. You may request an admission ticket by visiting www.proxyvote.com and following the instructions provided or by calling 1-844-318-0137. You will need the Control Number included on your proxy card, voter instruction form, or notice. Tickets will be issued to registered and beneficial owners and to one guest accompanying each registered or beneficial owner.

Requests for admission tickets will be processed in the order in which they are received. Please note that seating is limited and will be on a first-come, first-served basis.

No cameras, camcorders, videotaping equipment, other recording devices, bags or large packages will be permitted in the Annual Meeting. For safety and security reasons, we may search any handbag, briefcase or other personal items you bring. Photographs and/or video may be taken by Company employees or independent contractors at the Annual Meeting, and those photographs and video images may be used by the Company. By attending the Annual Meeting, you will be agreeing to the Company's use of those images and waive any claim or rights with respect to those images and their use.

If you are a registered stockholder, you may vote your shares in advance using any of the following voting alternatives:

By Internet — You can vote over the Internet at www.proxyvote.com by following the instructions provided (you will need the Control Number from the Notice or proxy card you receive).

By Phone — You can vote by phone by calling the toll-free number indicated on your proxy card or voting instruction card (you will need the Control Number from the Notice or proxy card you receive).

By Mail — If you received your proxy materials by mail, you can vote by signing, dating and returning the accompanying proxy card.

When your proxy is properly submitted, your shares will be voted as you indicate. If you do not indicate your voting preference, the appointed proxies (John W. Eaves and Robert G. Jones) will vote your shares FOR each of the director nominees to the Board under Proposal No. 1, FOR Proposal No. 2 and FOR Proposal No. 3. If your shares are owned in joint names, all joint owners must vote by the same method, and if joint owners vote by mail, all of the joint owners must sign the proxy card. The deadline for voting by telephone or via the Internet, is 11:59 p.m., Eastern time, on the day before the Annual Meeting.

If you are a beneficial owner of shares held in street name, follow the instructions provided by your nominee to vote your shares. In most instances, you will be able to vote by the same methods as indicated above. You must have a legal proxy from the stockholder of record in order to vote the shares in person at the Annual Meeting.

You may revoke your proxy and change your vote at any time before the voting deadline for the Annual Meeting. After your initial vote, you may vote again on a later date any time prior to the Annual Meeting via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the voting deadline for the Annual Meeting will be counted), by signing and returning a new proxy card or voting instruction form with a later date, or by attending the Annual Meeting and voting in person. However, your attendance at the Annual

Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked.

You have one vote for each share of the Company's Class A Common Stock and one vote for each share of the Company's Class B Common Stock that you owned at the close of business on the record date. These shares include:

Yes. Voting tabulations are confidential except in extremely limited circumstances. Such limited circumstances include contested solicitation of proxies when disclosure is required by law to defend a claim against the Company or to assert a claim by the Company and when a stockholder's written comments appear in a proxy or other voting material.

A broker non-vote occurs when a broker, bank, or other nominee holding shares on behalf of a beneficial owner is prohibited from exercising discretionary voting authority for a beneficial owner who has not provided voting instructions. Brokers, banks, and other nominees may vote without instruction only on "routine" proposals. On "non-routine" proposals, nominees cannot vote without instructions from the beneficial owner, resulting in so-called "broker non-votes." Proposal No. 3, the ratification of Ernst & Young, LLP as the Company's independent registered public accounting firm, is the only routine proposal on the ballot for the Annual Meeting. All other proposals are non-routine. If you hold your shares with a broker, bank, or other nominee, they will not be voted on non-routine proposals unless you give voting instructions to such nominee. Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum at the meeting, but are not counted for purposes of determining the number of shares present and entitled to vote on non-routine matters.

For Proposal No. 1, the nine nominees receiving the greatest number of affirmative votes of the shares entitled to be voted for them will be elected as directors to serve for one-year terms and until their respective successors are duly elected and qualified. Abstentions are not counted for the purpose of the election of directors, and neither abstentions nor broker non-votes will have any effect on the voting results.

Approval of Proposals No. 2 and No. 3 requires the affirmative vote of a majority of the shares present or represented by proxy and voting at the Annual Meeting. The vote on Proposal No. 2, the approval of the Company's named executive officer compensation, is a non-binding advisory vote only. Abstentions and broker

non-votes are not treated as votes cast. Accordingly, neither abstentions nor broker non-votes will affect the outcome of the voting on Proposals No. 2 and No. 3.

If a submitted proxy does not specify how to vote, the shares represented by that proxy will be considered to be voted FOR each of the nine nominees recommended by the Board in Proposal No. 1, and FOR each of Proposals No. 2 and No. 3. Unless a stockholder checks the box on the proxy card or provides instructions to withhold discretionary voting authority, the appointed proxies may use their discretion to vote on any other matters properly brought before the meeting. As of the date of this proxy statement, the Company knows of no other matter that will be presented for consideration at the Annual Meeting other than those matters discussed in this proxy statement.

In order to have a valid stockholder vote, a quorum must exist at the Annual Meeting. For the Company, a quorum exists when stockholders holding a majority of the outstanding shares of common stock are present or represented at a meeting. For these purposes, shares that are present or represented by proxy at the Annual Meeting will be counted toward a quorum, regardless of whether the holder of the shares or proxy fails to vote on a particular matter or whether a broker with discretionary voting authority fails to exercise such authority with respect to any particular matter.

As permitted by the Securities and Exchange Commission ("SEC"), the Company may deliver only one copy of this proxy statement and its 2019 annual report to stockholders residing at the same address, unless the stockholders have notified the Company of their desire to receive multiple copies of these documents. This is known as householding.

The Company will promptly deliver, upon request, a separate copy of the proxy statement or annual report to any stockholder residing at an address to which only one copy was mailed. Requests for separate copies for the current year or future years, or to receive a single copy in the future for stockholders sharing an address, should be directed to the Secretary, Arch Coal, Inc. One CityPlace Drive., Suite 300, St. Louis, Missouri 63141, or by telephone at (314) 994-2700.

The Company intends to announce preliminary voting results at the Annual Meeting. The Company will publish the final results in a Current Report on Form 8-K, which the Company expects to file within four business days after the Annual Meeting is held. You can obtain a copy of the Current Report on Form 8-K by logging on to the Company's website at archcoal.com or through the EDGAR system at sec.gov. Information on the Company's website does not constitute part of this proxy statement.

Arch is dedicated to being a global leader in the coal industry and to creating long-term value for the Company's stockholders. It is the Company's policy to conduct the Company's business with integrity and an unrelenting passion for providing the best value to the Company's customers. The Company's key corporate governance materials, including our Corporate Governance Guidelines, Code of Business Conduct and Board committee charters, are published under the "Investors" section of the Company's website at archcoal.com. Information on the Company's website does not constitute part of this proxy statement. The Board regularly reviews these materials and modifies them as warranted based upon Delaware law, the rules and listing standards of the New York Stock Exchange and SEC regulations, as well as best practices recommended by recognized governance authorities.

The Company's Corporate Governance Guidelines set forth a framework within which the Board, assisted by its committees, directs the affairs of the Company. These Guidelines address, among other items, the composition and functions of the Board, director independence, compensation of directors, and director qualification standards.

The Company's Code of Business Conduct is applicable to all employees of the Company, including the principal executive officer, the principal financial officer and the principal accounting officer, as well as all directors of the Company.

The Corporate Governance Guidelines and the Code of Business Conduct are available on the Company's website under the "Investors" section at archcoal.com and in print to any stockholder who requests them from the Company's Secretary. The Company intends to post amendments to or waivers from (to the extent applicable to one of the Company's directors or executive officers) the Code of Business Conduct at the same location on the Company's website. Information on the Company's website does not constitute part of this proxy statement.

Our Commitment to Environmental, Social and Governance ("ESG") Responsibility

The Company is committed to ESG matters and being a responsible corporate citizen. Safety, environmental stewardship, community engagement, the highest ethical standards and promoting a corporate culture of respect and inclusion are core values at Arch Coal.

Our commitment to the safety of our employees is an essential and ongoing part of our business. We are an industry leader in safety performance. In 2019 our safety incident rate was nearly three times better than the national coal industry average. Our flagship Leer mine completed the year without a single Mine Safety and Health Administration ("MSHA") reportable injury, and our operations in West Virginia — where all of our core metallurgical segment mines are located — won seven state safety awards, including the state's top two honors. We strive for the ultimate goal of zero safety incidents. A significant portion of our executive officers' incentive

compensation is tied to Company performance on safety, and we deploy a variety of safety programs to help us continuously improve.

We take our responsibility to the environment seriously. We are proud of our industry-leading environmental performance, including our award-winning reclamation activities. In 2019 we achieved another near-perfect annual performance with respect to air and water quality compliance. We also won eight federal, state and national conservation group environmental awards in 2019, bringing the total received in the past four years to 30. Our Leer mine received the U.S. Department of the Interior's top national environmental honor, the Good Neighbor Award, and our Beckley mine received the State of West Virginia's top environmental honor, the Greenlands Award. A key component of our executive officers' incentive compensation is tied to Company performance on environmental compliance metrics, and we set short and long-term environmental performance goals to drive continuous improvement in every phase of the mining process.

We give back to the community through charitable giving and volunteerism. We help diversify regional economies through development projects on former mine sites. We reach out to our neighbors through special programs, such as community advisory panels at select operations, and by devoting time to nonprofit organizations, including local schools.

We strive to maintain a positive and productive corporate culture by fostering a thriving, diverse workforce. We directly employ approximately 3,700 employees across the United States in a variety of jobs from engineers to equipment operators, accountants to electricians. We are focused on our talent and emphasizing diversity and inclusion practices and initiatives.

Our Board provides oversight and regularly reviews the Company's safety and environmental performance, as well as other ESG matters. Our executive leadership team actively manages the Company's performance and strives to ensure these core values are ingrained in the Company's culture. We believe that our performance in the areas of safety and environmental stewardship in particular — and ESG more generally — are integral to our operational and financial performance and to enhancing long-term stockholder value. Additional information regarding these core values and our long-standing commitment to sustainability is available on the Company's website at archcoal.com.

It is the Board's objective to have a substantial number of directors who are independent. The Corporate Governance Guidelines incorporate the criteria established by the New York Stock Exchange to assist the Board in determining whether a director is independent. The Board has determined, in its judgment, that all but two members, John W. Eaves and Paul A. Lang, meet the New York Stock Exchange standards for independence.

All members of the Company's Audit, Nominating and Corporate Governance and Personnel and Compensation Committees must be independent directors in accordance with the Company's Corporate Governance Guidelines. Members of the Audit Committee must also satisfy a separate SEC independence requirement, which provides that they may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company or any of the Company's subsidiaries other than their directors' compensation.

Mr. James N. Chapman has served as the chairman of the Company's Board since October 2016. The Board has no fixed policy with respect to the separation of the offices of chairman and chief executive officer. Instead, the Board retains the discretion to make this determination on a case-by-case basis from time to time as it deems to be in the best interest of the Company and the Company's stockholders. The Company's current structure is that Mr. Chapman serves as chairman of the Board, and Mr. Eaves serves as chief executive officer of the Company.

Under the Corporate Governance Guidelines, the Company's non-management directors meet regularly in executive session without management present. The chairman of the Board presides over these executive sessions. However, the Corporate Governance Guidelines provide that, if the chairman of the Board is the chief executive officer, or is not an independent director, the independent directors of the Board shall elect a lead independent director to lead executive session meetings of the independent members of the Board.

As previously announced, Mr. Eaves will retire as chief executive officer of the Company at the conclusion of the Annual Meeting. Assuming all nominated directors are elected to the Board at the Annual Meeting, Mr. Eaves will assume the position of executive chairman of the Board at the end of the Annual Meeting, and Mr. Chapman will assume the role of lead independent director. Also, Mr. Lang, the Company's president and chief operating officer, will succeed Mr. Eaves as chief executive officer of the Company.

Our full Board is responsible for oversight of the Company's risk management processes. In fulfilling its risk oversight responsibilities, the Board receives periodic reports on management's enterprise risk assessment process and assessment of current and future risks. To increase the Board's effectiveness, the standing committees of the Board are actively involved in risk oversight. The committees' involvement also allows for a deeper review of specific risks. Each committee reports on its activities to the full Board.

ESG risks, such as those related to safety, environmental performance and human capital management, are a top priority for the Board. These risks, and the Company's ability to mitigate them, are evaluated and factor into the Company's strategy and business plan. As such, the full Board is actively engaged in overseeing these risks, as well as the opportunities related to ESG matters. Each member of the Board is well-versed in how these risks may impact the Company, and the Board is regularly updated by management on Company performance on ESG matters and mitigation of associated risks.

The Corporate Governance Guidelines provide that the Company's Nominating and Corporate Governance Committee and Board will consider candidates for the Company's Board who possess the following principal qualities: strength of character, an inquiring and independent mind, practical wisdom, and mature judgment. In addition to these qualities, the selection criteria for nomination include recognized achievement, an ability to contribute to some aspect of the Company's business, and the willingness to make the commitment of time and effort required of a director.

As described in more detail below, the Company's Board believes that each of the Company's directors meets such criteria and has attributes and experience that make him or her well qualified to serve. In order to find the most valuable talent available to meet these criteria, the Company's Board generally considers candidates diverse in

geographic origin, gender, ethnic background, and professional experience (private, public, and non-profit), pursuant to the Company's Corporate Governance Guidelines. The Company's goal is to include members with the skills and characteristics that, taken together, will assure a strong Board. Each member of the Company's Board is fully committed to the Company's vision of being a safe and environmentally responsible supplier of coal-based energy, as well as the Company's efforts on other ESG initiatives, including community engagement and promoting a corporate culture of respect and inclusion.

The Company's directors have diverse backgrounds and provide experience and expertise in a number of critical areas. The Nominating and Corporate Governance Committee considers the particular experience, attributes, reputation and qualifications of directors standing for re-election and potential nominees for election, as well as the needs of the Company's Board as a whole and its standing committees.

The Nominating and Corporate Governance Committee has identified nine areas of expertise that are particularly relevant to service on the Board and has identified the directors whose key areas of expertise qualify them for each of the listed categories. The categories identified by the Nominating and Corporate Governance Committee are:

Set forth below is a list of the Company's directors who have been nominated for election at the Annual Meeting, along with certain biographical information, including their ages as of April 1, 2020, and their occupation during the last five or more years. A discussion of each director's expertise and qualifications is also provided.

Director

Areas of Expertise

Qualifications and Other Information

Patrick J. Bartels, Jr.
Age 44
Finance and Accounting
2016

CEO/Senior Management
Director since October
Governance/Board
Human Capital Management
Strategic Planning

Patrick J. Bartels, Jr. has served as a managing member at Redan Advisors LLC since December 2018. From 2002 to December 2018, Mr. Bartels served as a managing principal at Monarch Alternative Capital LP, a private investment firm that focused primarily on distressed companies. Prior to joining Monarch, Mr. Bartels was a high-yield investments analyst at Invesco Ltd. He began his career at PricewaterhouseCoopers LLP.

Public company directorships in the last five years: Grizzly Energy, LLC (f/k/a Vanguard Natural Resources, Inc. — from February 2019 to the present), B. Riley Principal Merger Corp. (from April 2019 to February 2020), WCI Communities, Inc. (from 2009 to February 2017), and Parker Drilling Company (since March 2019). Grizzly Energy, LLC and Parker Drilling Company are no longer publicly listed.

Mr. Bartels contributes to the mix of experience and qualifications the Board seeks to maintain primarily through executive management oversight, finance and capital markets, human capital management, and strategic planning experiences. Mr. Bartels has other board experience, including serving on audit, nominating/governance and compensation committees. Mr. Bartels has over 15 years of experience serving as a managing principal at Monarch Alternative Capital LP. He holds the Chartered Financial Analyst designation.

Director

Areas of Expertise

Qualifications and Other Information

James N. Chapman
Age 57
Director since October
2016

CEO/Senior Management
Industry
Finance and Accounting
Governance/Board
Government Relations
Human Capital Management
Strategic Planning

James N. Chapman has served as a non-executive advisory director of SkyWorks Capital, LLC, an aviation and aerospace management consulting services company, since 2004. Mr. Chapman has served as chairman of the Company's Board of Directors since October 2016. At the conclusion of the Annual Meeting, Mr. Eaves will succeed Mr. Chapman as Board chair, and Mr. Chapman will assume the role of lead independent director.

Public company directorships in the last five years: Tower International, Inc. (from October 2010 to October 2019), AerCap Holdings NV (from 2006 to May 2018) and Tembec Inc. (from 2008 to November 2017).

Mr. Chapman contributes to the mix of experience and qualifications the Board seeks to maintain primarily through his strategic planning, finance and board leadership experience. Mr. Chapman has more than 30 years of investment banking experience across a wide range of industries, including metals and mining, energy, and natural resources, as well as significant experience as a capital markets and strategic planning consultant. He has served on numerous boards of directors of publicly-held and private companies during his career.

John W. Eaves
Age 62
Director since February
2006

CEO/Senior Management
Industry
ESG
Finance and Accounting
Governance/Board
Government Relations
Human Capital Management
Marketing
Strategic Planning

John W. Eaves has served as our chief executive officer since April 2012. Mr. Eaves intends to retire from his position as chief executive officer at the conclusion of the Annual Meeting and assume the position of executive chair of the Board. During his tenure with the Company, Mr. Eaves has also held the positions of president and chief operating officer; senior vice president of marketing; and vice president of marketing and president of Arch Coal Sales, the Company's marketing subsidiary. Mr. Eaves joined the Company in 1987 after serving in various marketing-related positions at Diamond Shamrock Coal Company and Natomas Coal Company.

Public company directorships in the last five years: CF Industries Holdings, Inc. (from July 2017 to the present).

Director	Areas of Expertise	Qualifications and Other Information

		Mr. Eaves contributes to the mix of experience and qualifications the Board seeks to maintain primarily through his position as chief executive officer of the Company. As chief executive officer, and as a result of the experience he has gained during his tenure with the Company, Mr. Eaves has intimate knowledge of all aspects of the Company's business and an extensive understanding of the Company's industry and customer base.
Sherman K. Edmiston III Age 57 Director since October 2016	CEO/Senior Management Industry Finance and Accounting Governance/Board Strategic Planning	Sherman K. Edmiston III is the managing member of HI CapM Advisors, Ltd., a consulting firm that provides strategic and financial advisory services to private equity funds, hedge funds, asset managers and corporations. From 2009 to 2015, Mr. Edmiston served as a managing director of Zolfo Cooper LLC, a leading provider of restructuring, financial and corporate advisory services. He also served as chief restructuring officer of Xinergy, Ltd., a Central Appalachian producer of thermal and metallurgical coal, from May to September 2015. Public company directorships in the last five years: Key Energy Services, Inc. (from December 2016 to the present). Mr. Edmiston contributes to the mix of experience and qualifications the Board seeks to maintain primarily through his strategic planning, finance and board leadership expertise. Mr. Edmiston has over 20 years of experience working with companies undergoing major transitions as a principal investor, investment banker and advisor.
Robert B. Hamill Age 57 Director since February 2019	CEO/Senior Management Finance and Accounting Strategic Planning	Robert B. Hamill served as a managing director of Jefferies and Company Inc. from 2008 to November 2018. From 2003 to 2008, Mr. Hamill was a managing director at Lehman Brothers Inc., and, from 1994 to 2002, he served as a managing director of J.P. Morgan Securities Inc. He has also held vice president positions at Citicorp Securities Markets Inc. and Drexel Burnham Lambert Inc. Mr. Hamill started his career as an analyst with E.F. Hutton & Company Inc. Mr. Hamill contributes to the mix of experience and qualifications the Board seeks to maintain primarily through his finance and capital markets and strategic planning experiences. Mr. Hamill has over 30 years of investment banking and finance experience.

Director

Areas of Expertise

Qualifications and Other Information

Holly Keller Koeppel
Age 61
Director since February
2019

CEO/Senior Management
Industry
ESG
Finance and Accounting
Governance/Board
Government Relations
Human Capital Management
Marketing
Strategic Planning

Holly Keller Koeppel served as managing partner and head of Gateway Infrastructure Investments LP from March 2015 to January 2017. From 2010 to February 2015, she was partner and global co-head of Citi Infrastructure Investors, a division of Citigroup, Inc. Ms. Koeppel served as executive vice president and chief financial officer of American Electric Power Corporation ("AEP") from 2006 to 2009 and several additional executive positions at AEP from 2000 to 2006.

Public company directorships in the last five years: AES Corporation (from April 2015 to the present), British American Tobacco p.l.c. (from July 2017 to the present), Vesuvius plc (from April 2017 to the present), Integrys Energy Group, Inc. (from 2012 to February 2015) and Reynolds American Inc. (from 2008 to July 2017).

Ms. Koeppel contributes to the mix of experience and qualifications the Board seeks to maintain primarily through her finance and accounting, senior management and board leadership experience, as well as her substantial knowledge of the energy industry. Ms. Koeppel's service as executive vice president and chief financial officer of AEP and her other public company board experience provides valuable insight and perspective to the Board.

Patrick A. Kriegshauser
Age 58
Director since October
2016

CEO/Senior Management
Industry
ESG
Finance and Accounting
Governance/Board
Government Relations
Human Capital Management
Marketing
Strategic Planning

Patrick A. Kriegshauser serves as executive vice president, chief financial officer and a director of ArchKey Holdings Inc. Mr. Kriegshauser also serves as executive vice president of Sachs Electric Company, which is owned by ArchKey Holdings Inc. He has held executive-level positions with Sachs Electric Company since 2000. From 1985 to 2000, Mr. Kriegshauser served in various executive capacities at Arch Coal, including serving as senior vice president and chief financial officer from 1996 to 2000. He started his career at PricewaterhouseCoopers LLP.

Public company directorships in the last five years: Walter Energy, Inc. (from 2006 to February 2016).

Director	Areas of Expertise	Qualifications and Other Information

		Mr. Kriegshauser contributes to the mix of experience and qualifications the Board seeks to maintain primarily through his finance and accounting, senior management and board leadership experience, as well as his substantial knowledge of the coal and energy industries. Mr. Kriegshauser formerly served as chief financial officer on the executive leadership teams of both Sachs Electric Company and Arch Coal, and he now serves in such capacity at ArchKey Holdings. He has also served on the boards of other coal producers.
Paul A. Lang Age 59 Director since February 2020	CEO/Senior Management Industry ESG Finance and Accounting Governance/Board Government Relations Human Capital Management Marketing Strategic Planning	Paul A. Lang is currently our president and chief operating officer, serving in such capacity since April 2015. He will assume the role as the Company's chief executive officer at the conclusion of the Annual Meeting. Mr. Lang joined the Company in 1984 and — prior to his current role — served as our executive vice president and chief operating officer. He previously held a variety of engineering and operating positions at both the Company's eastern and western operations, and served on the Company's board of directors from 2014 through 2016. Mr. Lang is a member of the board of Knight Hawk Coal Company, of which the Company owns an equity interest, and the National Mining Association. Public company directorships in the last five years: Advanced Emissions Solutions, Inc. (from August 2013 through June 2017). Mr. Lang contributes to the mix of experience and qualifications the Board seeks to maintain primarily through his position as chief operating officer and prior senior positions with the Company. Mr. Lang has intimate knowledge of all aspects of the Company's operations and an extensive understanding of the mining industry.
Richard A. Navarre Age 59 Director since October 2016	CEO/Senior Management Industry ESG Finance and Accounting Governance/Board Government Relations Human Capital Management Marketing Strategic Planning	Richard A. Navarre currently serves as president and chief executive officer of Covia Corporation, a position he has held since May 2019. He served as president and chief commercial officer of Peabody Energy Corporation from 2008 until his retirement in 2012 and as Peabody's chief financial officer and executive vice president of corporate development from 1999 to 2008. Prior to joining Peabody in 1993, Mr. Navarre was a senior manager with KPMG, LLP.

Director		Areas of Expertise		Qualifications and Other Information

				Public company directorships in the last five years: Civeo Corporation (from June 2014 to the present), Covia Corporation (from June 2018 to the present) and Natural Resource Partners LP (from October 2013 to the present).
				Mr. Navarre contributes to the mix of experience and qualifications the Board seeks to maintain primarily through his leadership, operations, strategic planning, finance and accounting, senior management and marketing experience, as well as his extensive understanding of the coal and energy industries. During his long tenure with Peabody Energy Corporation, Mr. Navarre served in many executive-level positions including chief executive officer, president, chief commercial officer and chief financial officer. He has also served on the board of directors of United Coal Company, LLC.

During 2019, the Board met 9 times, and each director attended at least 75% of the aggregate of all of the meetings of the Board and the committees of the Board on which such director served. Under the Company's Corporate Governance Guidelines, each director is expected to spend the time needed and meet as frequently as necessary to properly perform his or her duties and responsibilities, including attending the annual stockholders' meeting, Board meetings and meetings of the committees on which he or she serves. All of the directors attended the Company's 2019 annual meeting of stockholders. The composition of, and number of meetings held by, the Board and its committees during 2019 are as follows:

The Nominating and Corporate Governance Committee is responsible for, among other things, the following items:

The Board has determined, in its judgment, that the Nominating and Corporate Governance Committee is composed entirely of independent directors as defined in the New York Stock Exchange listing standards. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board, a copy of which is published under the "Investors" section of the Company's website at archcoal.com.

The Personnel and Compensation Committee is responsible for, among other things, the following items:

The Board has determined, in its judgment, that the Personnel and Compensation Committee is composed entirely of independent directors as defined in the New York Stock Exchange listing standards. In making its determination, the Board considered, among other things, the factors applicable to members of the Personnel and Compensation Committee pursuant to New York Stock Exchange listing standards and Rule 10C-1 of the Securities Exchange Act of 1934. The Personnel and Compensation Committee operates under a written charter adopted by the Board, a copy of which is published under the "Investors" section of the Company's website at archcoal.com. The report of the Personnel and Compensation Committee can be found under "Personnel and Compensation Committee Report" in this proxy statement.

The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of the Company's independent registered public accounting firm. The Board has determined, in its judgment,

that the Audit Committee is composed entirely of independent directors in compliance with the New York Stock Exchange listing standards and Rule 10A-3 of the Securities Exchange Act of 1934. The Audit Committee operates under a written charter adopted by the Board, a copy of which is published under the "Investors" section of the Company's website at archcoal.com.

The Board has determined, in its judgment, that each of the four members of the Audit Committee is "financially literate" and is an "audit committee financial expert" as defined in SEC regulations. Under the Audit Committee's charter, no member of the committee may serve on more than two other public company audit committees unless the Board determines that such simultaneous service will not impair the ability of the member to serve effectively on the committee. None of the members of the Audit Committee currently serve on the audit committees of more than two other public companies. The report of the Audit Committee can be found under "Audit Committee Report" in this proxy statement.

The Board conducts annual self-evaluations to determine whether it and its committees are functioning effectively and whether its governing documents continue to remain appropriate. Each committee also annually reviews its own performance and assesses the adequacy of its charter and reports the results and any recommendations to the Board.

The Corporate Governance Guidelines require any nominee for director in an uncontested election who receives a greater number of votes "withheld" from his or her election than votes "for" such election to offer his or her resignation to the Board. In the event a resignation is tendered, the Nominating and Corporate Governance Committee and the Board will evaluate the best interests of the Company and its stockholders and make a determination on the action to be taken with respect to such offered resignation, which may include (i) accepting the resignation, (ii) maintaining the director but addressing the underlying cause of the withheld votes, (iii) resolving that the director will not be re-nominated in the future for election, or (iv) rejecting the resignation. Following a determination by the Board, the Company will disclose the Board's decision in a filing with the SEC, a press release, or another broadly disseminated means of communication. The Corporate Governance Guidelines require the Board to nominate for election or re-election only those candidates who agree in advance in writing to tender a resignation letter in accordance with these terms. Each nominee for election at the Annual Meeting has agreed to follow this policy as set forth in the Corporate Governance Guidelines.

The Corporate Governance Guidelines also provide that outside directors tender their resignation for consideration by the Board following such director's 72nd birthday.

Vacancies on the Board may be filled by a majority of the remaining directors. A director elected to fill a vacancy, or a new directorship created by an increase in the size of the Board, serves until the next annual meeting of stockholders, until his or her successor shall be elected and qualified, or until his or her earlier death, resignation or removal, except as otherwise required by law.

The Company's Code of Business Conduct reflects the Company's policy that all of the Company's employees, including the Company's named executive officers and directors must avoid any activity that creates, or may create, a conflict of interest that might interfere with the proper performance of their duties or that might be hostile, adverse or competitive with the Company's business. In addition, each of the Company's directors and executive officers is encouraged to notify the Company's Board when confronted with any situation that may be perceived as a conflict of interest, even if the person does not believe that the situation would violate the Company's Code of Business Conduct or Corporate Governance Guidelines. The Board will then determine, after consultation with counsel, whether a conflict of interest exists. Directors who have a material personal interest in a particular issue may not vote on any matters with respect to that issue.

Richard A. Navarre, Patrick J. Bartels, Jr. and James N. Chapman each served on the Personnel and Compensation Committee during 2019. None of the directors who served on the Personnel and Compensation Committee during 2019 has been an officer or employee of the Company. None of the Company's executive officers has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers serving as a member of the Company's Board or Personnel and Compensation Committee.

The Nominating and Corporate Governance Committee has responsibility for assessing the need for new directors to address specific requirements or to fill a vacancy. All candidates must meet the requirements specified in the Company's Corporate Governance Guidelines. Candidates who meet those requirements and otherwise qualify for membership on the Company's Board are identified, and the committee initiates contact with preferred candidates. The committee regularly reports to the Board on the progress of the committee's efforts. The committee meets to consider and approve final candidates who are then presented to the Board for consideration and approval. The Company's chairman or the chairman of the Nominating and Corporate Governance Committee may extend an invitation to join the Board.

Stockholder recommendations must be submitted in writing to Robert G. Jones, the Company's Secretary, and must include information regarding nominees required under the Company's Bylaws. Individuals properly recommended by stockholders will receive the same consideration received by individuals identified to the Nominating and Corporate Governance Committee through other means.

The Company's Bylaws include a proxy access provision that allows stockholders who meet the requirements set forth in the Bylaws to include a specified number of director nominees in the Company's proxy materials.

The Company's Board has established procedures intended to facilitate communication by stockholders and interested parties directly with the Board as a whole, any of the Company's Board committees, the chairman of the Board, and any other individual director or group of directors, including the Company's non-employee directors as a whole. Such communications may be confidential or anonymous, and may be reported by phone to the Company's confidential hotline at 866-519-1881 or by writing to the individual directors or group in care of Arch Coal, Inc., One CityPlace Drive, Suite 300, St. Louis, Missouri 63141, Attention: Senior Vice President-Law, General Counsel and Secretary. All such communications are promptly communicated to the chairman, lead independent director, the chairman of the Audit Committee or the Company's director of internal audit, as appropriate.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Patrick J. Bartels, Jr., James N. Chapman, John W. Eaves, Sherman K. Edmiston III, Robert B. Hamill, Holly Keller Koeppel, Patrick A. Kriegshauser, Paul A. Lang and Richard A. Navarre for election as directors, each to serve for a term that will expire at the Company's 2021 annual meeting of stockholders, until a successor is elected and qualified or until his or her earlier death, resignation or removal.

To the knowledge of the Board, no nominee will be unwilling or unable to serve as a director. All nominees have consented to be named in this proxy statement and to serve if elected. If, however, a nominee is unavailable for election, your proxy authorizes the Company to vote for a replacement nominee if the Board names one. As an alternative, the Board may reduce the number of directors to be elected at the Annual Meeting.

Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, we are seeking advisory stockholder approval of the compensation of our named executive officers ("NEOs"), or "say-on-pay" vote, as disclosed in the section of this proxy statement entitled "Executive Compensation." Stockholders are being asked to vote on the following advisory resolution:

"RESOLVED, that the stockholders approve, on an advisory basis, the compensation of Arch Coal, Inc.'s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and any related material)."

The compensation of our NEOs is designed to tie a substantial percentage of each officer's compensation opportunity to the attainment of financial and other performance measures that the Board believes promote the creation of long-term stockholder value and position the Company for long-term success. As described more fully in the Compensation Discussion and Analysis ("CD&A"), the total mix of compensation that the Company offers its NEOs is designed to enable the Company to attract and maintain top talent while, at the same time, creating a close relationship between performance and compensation. The Personnel and Compensation Committee and the Board believe that the design of the program, and as a result, the compensation awarded to NEOs under the program, fulfills this objective.

Stockholders are urged to read the CD&A section of this proxy statement, the compensation tables and accompanying narratives, which discuss in detail how our compensation policies and procedures implement our compensation philosophy.

Although the vote on this Proposal No. 2 is non-binding, the Board will review the voting results in connection with its ongoing evaluation of the Company's compensation program. The final decision on the compensation and benefits of our NEOs remains with the Board. The Board has adopted a policy that provides for this vote annually. At our 2017 annual meeting of stockholders, our stockholders voted, on an advisory basis, to hold annual "say-on-pay" votes.

The Board recommends a vote "FOR" the following resolution at the Annual Meeting:

RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(PROPOSAL NO. 3)

Ernst & Young LLP was the Company's independent registered public accounting firm for 2019. The Audit Committee has appointed Ernst & Young LLP as the Company's independent registered public accounting firm for 2020. The Audit Committee and the Board are requesting that stockholders ratify this appointment. In the event the stockholders do not ratify the selection of Ernst & Young LLP, the Audit Committee will reconsider its selection. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if the Audit Committee believes such a change would be in the Company's best interests and the best interests of the Company's stockholders. Representatives of Ernst & Young LLP are expected to be available at the Annual Meeting to make a statement if they desire to do so and to be available to respond to appropriate questions.

The following table sets forth the fees accrued or paid to Ernst & Young LLP, the Company's independent registered public accounting firm, for the years ended December 31, 2019 and December 31, 2018:

The Audit Committee has adopted an audit and non-audit services pre-approval policy that requires the Audit Committee to pre-approve services to be provided by the Company's independent registered public accounting firm. The Audit Committee will consider whether the services to be provided by the independent registered public accounting firm are prohibited by the SEC's rules on auditor independence and whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service. The Audit Committee is mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve such services. The Audit Committee has delegated to the chairman of the Audit Committee pre-approval authority between committee meetings, and the chairman then reports any pre-approval decisions to the committee at the next regularly scheduled committee meeting. All non-audit services performed by Ernst & Young LLP in 2019 and 2018 were pre-approved in accordance with the procedures established by the Audit Committee.

The Board recommends a vote "FOR" the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020.

The Company knows of no other matters to be submitted to the stockholders at the Annual Meeting. If any other matters properly come before the stockholders at the Annual Meeting, it is the intention of the persons named on the proxy to vote the shares represented thereby on such matters in accordance with their best judgment.

This Compensation Discussion and Analysis describes the material elements of compensation paid to each of the following named executive officers of Arch Coal, Inc. (the "named executive officers" or "NEOs") for fiscal year 2019:

Name	Title⁽¹⁾

John W. Eaves	Chief Executive Officer	37
John T. Drexler	Senior Vice President and Chief Financial Officer	22
Paul A. Lang	President and Chief Operating Officer	35
John A. Ziegler, Jr.	Senior Vice President and Chief Administrative Officer	17
Robert G. Jones	Senior Vice President — Law, General Counsel and Secretary	28

Our compensation program for 2019 was focused on incentivizing our NEOs to create long-term value for our stockholders and other stakeholders. We accomplished the following goals in 2019:

Our key compensation decisions and actions relating to our NEOs' compensation for 2019 included the following:

Our compensation programs are designed to attract, motivate and retain highly talented executives, while keeping them focused on promoting our strategic objectives. We believe these compensation programs encourage sustained long-term profitability by making a significant portion of each named executive officer's total direct compensation variable and dependent on our achievement of safety, environmental and financial performance. Thus, most of our executives' total compensation is performance-based and not guaranteed.

The type and amount of compensation for each NEO is determined after considering a variety of factors, including the executive's position and level of responsibility within our organization, comparative market data and other external market-based factors. The Personnel and Compensation Committee, or the Committee, uses this

information when establishing compensation in order to achieve a comprehensive package that emphasizes pay-for-performance and is competitive in the marketplace. For the 2019 fiscal year, the pay mix at target for the CEO and other NEOs is displayed below.

Component	Key Features	Objectives

	Direct Compensation
Base Pay	Fixed annual cash amount, paid at regular intervals	Provides a regular source of income at competitive levels.
Annual Incentive Compensation Program	Performance-based cash compensation opportunity tied to annual goals of Adjusted EBITDA, Free Cash Flow, and safety and environmental measures	Financial metrics focus NEOs on achieving key annual financial goals and objectives based on budgeted expectations for the year. Safety and environmental measures focus NEOs on these important areas of performance.
Long-Term Incentive Program	Long-term incentive program opportunities delivered through annual grants of restricted stock units	Although no LTIP grants were made to our NEOs during 2019, our NEOs typically receive annual grants of restricted stock units under our annual LTIP program, 50% of which typically vest only to the extent that specified performance thresholds are attained. For our 2020 LTIP awards, meaningful return on invested capital and shareholder value delivery is required for the performance-based awards to vest, which are intended to align management and investor interests.
	Other Compensation
Benefits	Standard range of medical, dental, life insurance, disability and retirement plans available to other employees, as well as executive benefits described below under "Other Benefits"	Provide market-competitive level of support in the event of injury, illness and retirement. Limited executive benefits are provided to address unique situations or expectations for our executives.
	No tax gross-ups on executive benefits

The Committee, with advice and analysis from its independent compensation consulting firm, considers current compensation levels, benchmarking and other data of peer companies, individual and Company performance, long-term career goals, future leadership potential and succession planning, among other factors, in determining appropriate target compensation levels for our NEOs. The Committee does not use a formula to weight these factors, but instead uses these factors to provide context within which to assess the significance of comparative market data and to differentiate the level of target compensation among our NEOs.

After the end of the performance period to which a particular incentive award relates, the Committee reviews our performance relative to the applicable performance targets and recommends payouts based on that performance. The Committee generally retains the ability to recommend payouts that are above or below actual performance levels for the applicable performance period. For purposes of determining the amount of a payout to recommend, the Committee may also consider infrequent or non-recurring items that are not reflective of ongoing operations, the effects of major corporate transactions or other items that the Committee determines, in its judgment, significantly distort the comparability of our actual performance against the performance targets.

Annually, the Committee reviews the design of our named executive officer compensation program, including whether the risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company. In doing so, the Committee assesses whether compensation programs used in prior years have successfully achieved our compensation objectives. The Committee also considers the extent to which our compensation program is designed to achieve our long-term financial and operating goals. The Committee has retained the independent compensation consultant referenced below under "Role of Compensation Consultants" to help analyze certain comparative market data. Certain members of management participate in this process by assembling and summarizing data used by the Committee. The Committee and its independent compensation consultant reviewed our compensation policies and practices, and the Committee has determined that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. In 2019, the Company prepared "tally sheets" that summarize the past and present values of each component of each NEO's total compensation. This tool is available to assist Committee members in the evaluation and approval of changes to compensation.

During 2019, the Committee continued to retain Lyons, Benenson & Company Inc. ("LB") as an independent compensation consultant to advise on executive compensation matters. LB assisted the Committee in determining the compensation peer group, which is described in more detail below. LB also advised the Committee on competitive compensation practices, mix of compensation elements and comparative market data, which the Committee considered in addressing and determining the appropriate levels of compensation for each NEO relative to the marketplace.

The Committee has reviewed the independence of its independent compensation consultant and has determined that no conflicts of interest exist. The Committee has sole authority to retain or replace the independent compensation consultant. The Committee regularly reviews the performance and independence of its independent compensation consultant, as well as fees paid. A representative of the independent compensation consultant attends Committee meetings as requested to serve as a resource on compensation matters. In order to encourage independent review and discussion of compensation matters, the Committee has the authority to, and does from time to time, meet with such representative in executive session.

Annually, the Committee reviews the performance of our chief executive officer and makes recommendations to the Board regarding his compensation. In doing so, the Committee uses information provided by the independent compensation consultant and certain historical financial and operating performance data provided by

management. Our chief executive officer reviews the performance of the other NEOs with the Committee and makes recommendations on their base salary, annual cash incentive and long-term incentive opportunities. The Company's human resources department provides support for this process.

In 2019, the Committee, in consultation with LB, conducted a review of potential peer group companies based primarily upon criteria including size (both in terms of revenues, market capitalization and EBITDA), business alignment, industry relevance and competition for executive talent. The Committee seeks to maintain as much consistency as possible in the peer group year over year and carefully considers any changes. The only update to the group for 2019 was the removal of Cloud Peak Energy, Inc. due to their Chapter 11 filing. This updated peer group (listed below) has median revenues of approximately $3.0 billion (with a range of $1.4 billion to $6.8 billion) and median market capitalization of approximately $1.6 billion (with a range of $246 million to $20.1 billion). The Committee recognizes that the companies in this group generally are larger than the Company under the market capitalization measure; nevertheless, the Committee views this peer group as appropriate in light of the importance it ascribes to providing competitive compensation opportunities that are sufficient to attract and retain the talented executives needed to lead the Company.

•

AK Steel Holding Corporation

•

Martin Marietta Materials, Inc.

•

Alliance Resource Partners, L.P.

•

Noble Energy, Inc.

•

Cleveland-Cliffs, Inc.

•

Peabody Energy Corporation

•

Commercial Metals Company

•

Southwestern Energy Company

•

Compass Minerals International, Inc.

•

SunCoke Energy, Inc.

•

CONSOL Energy Inc.

•

Vulcan Materials Company

•

Denbury Resources Inc.

•

Warrior Met Coal, Inc.

•

Diamondback Energy, Inc.

•

Worthington Industries, Inc.

When evaluating benchmark data for these peer companies, the median market data is applied to each individual pay component in addition to a total compensation analysis. General industry compensation data is also reviewed by the Committee to provide an additional reference point. This data is based on a broad spectrum of public companies (excluding financial services and retail companies) that had median revenues similar to the Company.

The Committee assesses the appropriateness of the peer groups used to benchmark our compensation programs on an annual basis and adds or subtracts members of the peer groups as appropriate.

This year we are again providing stockholders with the right to cast a non-binding advisory vote to approve the compensation of our NEOs (see "Proposal No. 2 — Advisory Vote to Approve Named Executive Officer Compensation"). Approximately 86% of the votes cast at our 2019 annual meeting of stockholders voted to approve our executive compensation programs and policies, which is a significant improvement over the prior year. Although we view this as an endorsement of our executive compensation program, during 2019 we continued to engage in additional stockholder outreach efforts as discussed in the "Stockholder Engagement

Program" section below. The Committee takes stockholder feedback, as well as the results of the "say-on-pay" vote, into account when establishing or modifying our compensation programs.

Following our 2019 Annual Meeting, we reached out to our largest stockholders representing more than 75% of our outstanding shares of common stock. We subsequently met with the holders of approximately 40% of our outstanding common stock to discuss our corporate governance program, executive compensation practices and ESG-related matters, including safety, environmental stewardship, community engagement and corporate culture. Additionally, one other large stockholder declined our request for a meeting, noting that there were no questions or concerns that would warrant a discussion. The stockholders that we spoke with were generally supportive of our corporate governance program and executive compensation practices.

Regarding our executive compensation program, we received positive feedback on the structure of both our annual and long-term incentive plans. Certain stockholders asked that our Committee review our use of volume-weighted average price ("VWAP") as the sole metric under our long-term incentive plan. Our Committee and Board carefully considered stockholder feedback and implemented a change to the performance metrics in the 2020 long-term incentive plan by replacing VWAP with two equally-weighted metrics, return on invested capital and relative total shareholder return. Our Committee and Board will continue to evaluate our annual and long-term incentive plans and the effectiveness of all performance metrics.

The Committee believes that our named executive officers, together with our other executives who have an ability to influence the achievement of our financial and operating objectives, should have a higher percentage of total compensation that is variable and, therefore, subject to greater risk. This provides closer alignment between those executives' total compensation with the short- and long-term interests of stockholders and other stakeholders.

In order to achieve the compensation objectives established by the Committee, the Company uses the following compensation elements:

In general, as the position and amount of responsibility for an executive increase, a greater percentage of that executive's total compensation will be variable. Executives with the highest level and amount of responsibility generally have the lowest percentage of their total compensation fixed as base salary and the highest percentage of their total compensation dependent upon our performance, as reflected in short- or long-term incentive awards.

The following table shows the allocation of total target compensation for each NEO for each of the last three years:

	% of Target 2017 Compensation⁽¹⁾									% of Target 2018 Compensation⁽¹⁾									% of Target 2019 Compensation⁽¹⁾

				Performance- Based									Performance- Based									Performance- Based
	Fixed									Fixed									Fixed
	Fixed									Fixed									Fixed
	Base Salary						Long- Term			Base Salary						Long- Term			Base Salary						Long- Term⁽²⁾
				Annual									Annual									Annual
Name				Annual									Annual									Annual
John W. Eaves		18	%		20	%		62	%		18	%		20	%		62	%		17	%		22	%		61	%
John T. Drexler		22	%		18	%		60	%		22	%		18	%		60	%		22	%		19	%		59	%
Paul A. Lang		20	%		18	%		62	%		20	%		19	%		61	%		20	%		20	%		60	%
John A. Ziegler, Jr.		—			—			—			24	%		15	%		61	%		24	%		17	%		59	%
Robert G. Jones		24	%		15	%		61	%		24	%		15	%		61	%		24	%		17	%		59	%

We provide each named executive officer with an annual base salary. Base salaries for our named executive officers depend on each executive's experience and scope of responsibilities as well as the median market data for comparable job positions at companies within our peer group. We increase base salary primarily in response to notable achievements or for additions in scope of responsibilities. In addition, we may increase base salary to remain competitive in the marketplace.

Except with respect to Mr. Ziegler, who received a base salary increase in connection with his promotion to Senior Vice President and Chief Administrative Officer in 2019, the Committee determined that the base salaries for our NEOs were properly aligned with peer companies based on a review of competitive market data and should not be increased for 2019. Other than Mr. Ziegler, our other NEOs have not received base salary increases since 2015.

The Committee designed the Annual Incentive Compensation Program to focus our organization on meeting and exceeding certain annual financial and operating objectives by rewarding those key employees with the greatest ability to influence our results.

For 2019, the Committee selected Adjusted EBITDA and Free Cash Flow as the financial performance measures for the program. Adjusted EBITDA constitutes 50% of the total target award, and Free Cash Flow represents 20% of the total target award. Consistent with prior years, the Committee chose environmental and safety metrics as the operating performance measures for the program, each of which constitute 15% of the total

target award. The environmental and safety measures continue to be part of the 2019 program because these goals reflect our core values.

Early each year, the Committee determines the compensation plan design for the annual cash incentives based on performance from the prior year, as well as other factors. The Committee recommends the annual plan design, as well as the performance targets, to the Board for approval. Annual cash awards contain various incentive levels based on the participant's accountability and impact on our performance, with target opportunities established as a percentage of base salary based on the median market data. During the executive market review in 2019, the NEO annual incentive targets were increased to align with competitive market data for each position.

The following table shows the target opportunities available to the NEOs as a percentage of their base salaries and the actual payouts as a percentage of their base salaries for each of the last three years:

The following table shows the performance measures used in the 2019 Annual Incentive Compensation Program for our NEOs, together with the percentage of the total annual cash incentive grant that such component comprises. Each of the components for the NEOs is described in greater detail below:

We believe that these performance measures align our compensation packages with both stockholder and employee interests by targeting specific performance goals and operational standards. By identifying meaningful performance measures and by assigning certain measures greater weight, we are able to more closely align compensation to the achievement of those business objectives over which particular employees have the greatest impact.

If the target level of performance is achieved with respect to a particular performance measure, the applicable payout percentage for that performance measure will equal 100%. Achievement at the threshold performance level results in an applicable payout percentage that varies based on the performance measure, as shown in the table below. If the maximum level of performance is achieved with respect to a particular performance measure, the payout percentage for that measure will equal 200% of target performance. We interpolate payouts under the

annual cash incentive awards for performance levels that fall between the threshold, target and maximum performance levels. There is no payout for performance that does not meet the threshold level criteria and there is no payout in excess of the maximum performance level.

"Adjusted EBITDA" is determined based on our earnings before interest, taxes, depreciation and amortization, on a consolidated basis in accordance with generally accepted accounting principles, and excludes items such as acquisition-related expenses and amortization of acquired sales contracts. The Committee reviewed the budget approved by the Board for 2019, which included Adjusted EBITDA, and set the "target" level for this performance measure at 100% of budget. The threshold payout value for 2019 was set at 70% of the Adjusted EBITDA budget and the maximum payout value was set at 130% of the Adjusted EBITDA budget. The following table shows the threshold, target and maximum levels for the 2019 Annual Incentive Compensation Program:

"Free Cash Flow" is defined as cash flow from operating activities minus royalty payments and capital expenditures used for maintaining the asset base. Capital spending, if any, applied to new mine development is not deducted from the Free Cash Flow calculation. The Committee reviewed the budget approved by the Board and set the "target" level for this performance measure at 100% of budget. The threshold payout value was set at 70% of the Free Cash Flow budget and the maximum payout value was set at 130% of the budget. The following table shows the threshold, target and maximum levels for the 2019 Annual Incentive Compensation Program:

Safety is an important emphasis for the Company and, the Board believes, each of the Company's stakeholders. Strong safety performance leads to improved employee performance and lower costs associated with

regulatory citations, insurance and litigation matters, which in turn lead to improved operating performance. Because of these factors, the Committee uses Safety Incident Rate as a component of the annual incentive compensation program. "Safety Incident Rate" is determined based on the Company's historical performance and is the number of reportable injuries per 200,000 man hours. The "target" goal for 2019 was set at the Company's three-year average, while the threshold and maximum goals were set at 10% higher than the Company's three-year average and 10% improvement over the Company's three-year average, respectively. In addition, there is no payout for this performance measure if there is a work-related fatality during the fiscal year. The following table shows the threshold, target and maximum levels for the 2019 Annual Incentive Compensation Program:

Like safety, environmental compliance is an important goal for the Company. Improved environmental compliance can improve the areas in which our employees live and operate and reduce long-term costs and expenses associated with fines, remediation issues and litigation matters. The Committee has established an environmental compliance component based on Notices of Violation, or NOVs, received by the Company and its subsidiaries. For 2018, the target goal was set at the Company's three year average and the threshold and maximum goals were set at plus one NOV and minus one NOV, respectively, of the target level. Due to the Company's outstanding environmental compliance performance over the past three years, the Committee approved the same performance levels for 2019 as were used for 2018 to acknowledge that management has set the industry standard for environmental compliance as it approaches near perfect performance and to continue to motivate continued performance by management in this regard. The following table shows the threshold, target and maximum levels for the 2019 Annual Incentive Compensation Program:

In early 2020, the Committee evaluated the level of achievement of the various performance measures for 2019 and made the following determinations:

Based on the actual performance as set forth above, the cumulative amounts listed below were earned under the 2019 Annual Incentive Compensation Program for the Company's 2019 performance.

The Committee designed our long-term incentive program to promote decision-making that creates long-term value for our stockholders and other stakeholders. The Committee believes that an effective LTIP should also create strong retention incentives for those key employees who are most likely to influence our long-term performance.

For 2017 and 2018, our long-term incentive program was comprised entirely of restricted stock units, for which awards were divided equally between time- and performance-based awards. Long-term incentive awards contain various incentive levels based on the participant's accountability and potential influence on our performance, with target opportunities established as a percentage of base salary based on the median market data.

No long-term incentive awards were granted during 2019. Following an extensive review of the metrics used in the performance-based restricted unit awards based on stockholder feedback on the design of our executive compensation programs, the Board approved changing from a single measure, volume-weighted average price, to two equally-weighted measures, return on invested capital ("ROIC") and relative total shareholder return ("TSR"). In order to effectively establish meaningful ROIC targets based on the approved three-year budget, the timing of the long-term incentive plan grant was moved from October 2019 to February 2020.

On November 23, 2016, following the emergence from Chapter 11, each of our NEOs received two long-term incentive plan awards of restricted stock units.

The time-based restricted stock unit award comprised 40% of the aggregate number of shares covered by the two awards. The award vested one-third on each of the first three anniversaries of the grant date. The vested restricted stock units were delivered in shares on the third anniversary of the grant date.

The performance-based restricted stock unit award comprised 60% of the aggregate number of shares covered by the two awards. The performance-based award vested on the third anniversary of the grant date and

was earned based on the volume weighted average price ("VWAP") of a share during any 90-day trading period during the three-year performance period, as follows:

If the highest VWAP achieved during the performance period fell between any of these share prices, the percentage of the award that vested was subject to straight-line interpolation between the percentages corresponding to the two prices. Based on the highest VWAP achieved during the 2016 - 2019 performance period of $93.56, 60.7% of the target award was earned by our NEOs in the following numbers of units: Mr. Eaves — 51,899; Mr. Drexler — 16,389; Mr. Lang — 27,315; Mr. Ziegler — 9,560; Mr. Jones — 9,560.

Executive Benefits — We provide a limited number of executive benefits such as financial planning services to our NEOs and certain other key employees. The purpose of these benefits is to attract and retain executives with a comprehensive compensation package. Executive benefits are taxable to the executives. Executives do not receive any tax gross-up payments on these benefits.

Participation in Benefit Plans and Other Compensation Arrangements — Each of our NEOs is eligible to participate in the same health and welfare plans as our other eligible employees. These plans include medical and dental insurance, life, travel and accidental death and dismemberment insurance, short- and long-term disability coverage and participation in our qualified defined benefit pension plan (which was frozen at the end of 2014) and a 401(k) plan. The following is a summary of certain benefit plans and other compensation arrangements available to our NEOs but for which our other employees generally may not be eligible:

Supplemental Retirement Plan Benefits — We maintain a supplemental retirement plan that historically provided eligible employees, including the NEOs, with retirement benefits that would otherwise have been available under our defined benefit pension plan but for certain limitations contained in the Internal Revenue Code. We froze this supplemental retirement plan on December 31, 2014, the same date that we froze our defined benefit pension plan. No participants earn any service credit after such date. The Board approved termination of the supplemental retirement plan in August 2019. Active employees will receive a lump sum distribution of their accumulated benefits under the plan in August 2020. For more information about our defined benefit pension plan and our supplemental retirement plan, including the accumulated benefits attributable to our NEOs, see "Pension Benefits" below.

Non-Qualified Deferred Compensation Plan — We maintain a non-qualified deferred compensation plan that historically has allowed eligible employees, including our NEOs, to defer receipt of a portion of their base salaries and certain annual and long-term cash incentive awards until the dates elected by the employees. We have not allowed deferrals under this non-qualified plan since 2015. The Board approved termination of the non-qualified deferred compensation plan in August 2019. Plan participants will receive a lump sum distribution of their

account balance under the plan in August 2020. For more information about our deferred compensation plan, including information about amounts attributable to our NEOs, see "Non-Qualified Deferred Compensation" below.

Change in Control Agreements — To provide our NEOs and certain other key employees with some financial security in the event their employment with our organization is terminated without cause or under certain circumstances following a change in control, we provide the executives with change in control agreements that provide for cash payments and certain other severance benefits upon a qualifying termination. As a condition to receiving payments under the change in control agreements, the NEO is required to execute a waiver of claims against us and abide by certain non-disclosure, non-competition and non-solicitation requirements. We believe that the change in control agreements provide a meaningful mechanism by which to retain those individuals who are most capable of affecting our future performance. For more information about the change in control agreements with our NEOs, see "Potential Payments upon Termination of Employment or Change in Control" below.

Our Board has adopted stock ownership guidelines which are intended to promote meaningful stock ownership by our NEOs. These guidelines specify a number of shares of our common stock, including unvested RSUs, that our NEOs must accumulate within the later of five years of the implementation of the guidelines or their first receiving an equity grant. All of our NEOs either satisfy the required threshold or are within the five-year period. The specific shareholding guidelines are determined based on a multiple of base salary, as follows:


Position		Requirement
Chief Executive Officer		5 × Salary
Chief Operating Officer		3 × Salary
Chief Financial Officer		3 × Salary
Chief Administrative Officer		3 × Salary
SVP, Law & General Counsel		3 × Salary

Each of our directors and employees, including our NEOs, is subject to the terms of our securities trading policies. Those policies prohibit entering into hedging transactions involving our stock, including trading in or writing "puts" and "calls" or engaging in "prepaid variable forward contracts," "equity swaps," "collars," "exchange funds," "short sales," "margining" or any financial instruments or other action designed to hedge or offset or speculate on any change in the value of the Company's stock. Those policies also prohibit NEOs and directors from pledging any Company securities.

Prior to the Tax Cuts and Jobs Act ("Tax Reform") that was signed into law December 22, 2017, Section 162(m) of the Internal Revenue Code generally limited to $1 million the U.S. federal income tax deductibility of compensation paid in one year to a company's CEO or any of its three next-highest-paid executive officers (other than its Chief Financial Officer). Compensation that qualified as "performance-based" under Section 162(m) of the Code was exempt from this $1 million limitation. As part of Tax Reform, the

ability to rely on this "qualified performance-based compensation" exception was eliminated, and the limitation on deductibility was generally expanded to include all named executive officers. Although we maintain compensation arrangements that were intended to qualify as performance-based compensation under Section 162(m) prior to Tax Reform, subject to certain transition relief rules, we may no longer take a deduction for any compensation paid to our covered employees in excess of $1 million. Furthermore, although the Committee may have taken action intended to limit the impact of Section 162(m) of the Internal Revenue Code, it also believes that the tax deduction is only one of several relevant considerations in setting compensation. The Committee believes that stockholder interests are best served by not restricting the Committee's flexibility in structuring compensation programs, even though such programs may result in non-deductible compensation expenses. Accordingly, achieving the desired flexibility in the design and delivery of compensation may result in compensation that in certain cases is not deductible for federal income tax purposes.

The following table is a summary of compensation information for our chief executive officer, our chief financial officer and each of the other three most highly compensated executive officers for the fiscal year ended December 31, 2019:

Name and Principal Position		Salary ($)		Bonus ($)⁽¹⁾		Stock Awards ($)		Non-Equity Incentive Plan Compensation Earnings ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)

John W. Eaves	2019	$	1,025,000	$	250,000	$	0	$	1,456,037	$	153,448	$	49,970	$	2,934,455
Chief Executive Officer	2018	$	1,025,000	$	0	$	5,217,809	$	2,920,855	$	19,741	$	44,310	$	9,227,715
	2017	$	1,025,000	$	2,021,739	$	4,175,802	$	2,387,087	$	138,136	$	42,450	$	9,790,214
John T. Drexler	2019	$	575,000	$	113,333	$	0	$	588,097	$	77,236	$	40,362	$	1,394,028
Senior Vice President and Chief	2018	$	575,000	$	0	$	2,307,321	$	1,274,002	$	0	$	37,966	$	4,194,289
Financial Officer	2017	$	575,000	$	1,008,992	$	1,847,700	$	1,024,131	$	66,312	$	33,170	$	4,555,305
Paul A. Lang	2019	$	725,000	$	160,000	$	0	$	823,904	$	127,982	$	17,454	$	1,854,340
President and Chief Operating	2018	$	725,000	$	0	$	3,220,809	$	1,719,999	$	0	$	17,706	$	5,683,514
Officer	2017	$	725,000	$	1,318,903	$	2,531,349	$	1,396,482	$	109,228	$	18,458	$	6,099,420
John A. Ziegler, Jr.	2019	$	391,768	$	0	$	0	$	311,649	$	53,833	$	28,192	$	785,442
Senior Vice President and Chief	2018	$	375,000	$	0	$	980,407	$	649,353	$	0	$	28,353	$	2,033,113
Administrative Officer	2017		—		—		—		—		—		—		—
Robert G. Jones	2019	$	450,000	$	0	$	0	$	357,972	$	69,662	$	28,308	$	905,942
Senior Vice President — Law, General	2018	$	450,000	$	0	$	1,184,254	$	779,224	$	19,509	$	25,376	$	2,458,363
Counsel and Secretary	2017	$	450,000	$	605,254	$	1,311,867	$	645,225	$	63,615	$	24,831	$	3,100,792

The following table shows information relating to the grants of certain equity and non-equity awards made to the NEOs during 2019. No equity awards were granted to the NEOs during 2019.



																Grant Date Fair Value of Stock and Option Awards
			Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
John W. Eaves		2/21/2019	$	416,406	$	1,281,250	$	2,562,500		0		0		0	0	$	0
John T. Drexler		2/21/2019	$	168,188	$	517,500	$	1,035,000		0		0		0	0	$	0
Paul A. Lang		2/21/2019	$	235,625	$	725,000	$	1,450,000		0		0		0	0	$	0
John A. Ziegler, Jr.		2/21/2019	$	89,127	$	274,238	$	548,475		0		0		0	0	$	0
Robert G. Jones		2/21/2019	$	102,375	$	315,000	$	630,000		0		0		0	0	$	0

The following table shows information relating to the equity awards previously granted to our NEOs that were outstanding as of December 31, 2019. Our NEOs did not hold any stock options as of December 31, 2019.

	Stock Awards

Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾
John W. Eaves		11/30/2017		22,600	⁽²⁾	$	1,621,324		22,600	⁽³⁾	$	1,621,324
		10/25/2018		19,350	⁽⁴⁾	$	1,388,169		8,708	⁽⁵⁾	$	624,676
		10/25/2018		13,000	⁽⁶⁾	$	932,620
John T. Drexler		11/30/2017		10,000	⁽²⁾	$	717,400		10,000	⁽³⁾	$	717,400
		10/25/2018		8,550	⁽⁴⁾	$	613,377		3,848	⁽⁵⁾	$	276,020
		10/25/2018		5,760	⁽⁶⁾	$	413,222
Paul A. Lang		11/30/2017		13,700	⁽²⁾	$	982,838		13,700	⁽³⁾	$	982,838
		10/25/2018		11,750	⁽⁴⁾	$	842,945		5,288	⁽⁵⁾	$	379,325
		10/25/2018		8,360	⁽⁶⁾	$	599,746
John A. Ziegler, Jr.		11/30/2017		5,950	⁽²⁾	$	426,853		5,950	⁽³⁾	$	426,853
		10/25/2018		5,050	⁽⁴⁾	$	362,287		2,273	⁽⁵⁾	$	163,029
Robert G. Jones		11/30/2017		7,100	⁽²⁾	$	509,354		7,100	⁽³⁾	$	509,354
		10/25/2018		6,100	⁽⁴⁾	$	437,614		2,745	⁽⁵⁾	$	196,926

(1): Amounts represent the market value of the time-based and performance-based RSU awards, which were calculated by multiplying the number of shares underlying the awards (assuming target or threshold attainment of the performance goal, as described in the corresponding footnote, in the case of the performance-based awards) by $71.74, which was the closing price of a share of common stock on December 31, 2019 (the last trading day of 2019).
(2): Amounts represent the number of shares underlying the time-based RSU awards, which are scheduled to vest on November 30, 2020.
(3): Amounts represent the number of shares underlying the performance-based RSU awards (assuming target attainment of the performance goal), which are scheduled to vest based on the level of attainment of the performance goal during the three-year performance period ending on November 30, 2020.
(4): Amounts represent the number of shares underlying the time-based RSU awards, which are scheduled to vest on October 25, 2021.
(5): Amounts represent the number of shares underlying the performance-based RSU awards (assuming threshold attainment of the performance goal), which are scheduled to vest based on the level of attainment of the performance goal during the three-year performance period ending on October 25, 2021.
(6): Amounts represent the number of shares underlying the outstanding retention RSU awards. The awards vested as to 20% on October 25, 2019 and will vest as to 30% on October 25, 2020, and 50% on October 25, 2021.

The following table shows information relating to the value realized by our NEOs as a result of the vesting of their restricted stock unit awards during 2019. Our NEOs did not exercise any stock options in 2019.

Defined Benefit Pension Plan. We sponsor a defined benefit pension plan covering all of our eligible employees, including our NEOs. We froze our pension plan on December 31, 2014. No participants earn any service credit after such date. Under the plan, a cash balance account was established for each participant. Participants become vested in their cash balance accounts after serving three years with us. Upon retirement or upon termination of employment following three years of service with us, participants or their beneficiaries may elect to receive benefits in a lump sum, in installments over a period of time or at a later date. Under the terms of the plan, normal retirement occurs on the first day of the month following the date a participant turns 65. We credit each participant's cash balance account with an interest amount based on the U.S. Treasury rate, subject to an annual minimum rate of 4.25%.

Supplemental Retirement Plan. We sponsor a supplemental retirement plan covering all of our eligible employees, including our NEOs, whose retirement benefits under our defined benefit pension plan are limited by the Internal Revenue Code. We froze our supplemental retirement plan on December 31, 2014. Subject to the limitations contained in the Code, benefits under the supplemental retirement plan are typically paid six months after termination in a lump sum. The Board approved the termination of the supplemental retirement plan in August of 2019. Active employees will receive a lump sum distribution of their accumulated benefits under the plan in August 2020.

The following table shows information relating to the accumulated benefits to which the NEOs were entitled under our defined benefit pension plans as of December 31, 2019:

Name	Plan Name		Present Value of Accumulated Benefit ($)⁽²⁾

John W. Eaves	Arch Coal, Inc. Retirement Account Plan	37	$	1,852,562	—
	Arch Coal, Inc. Supplemental Retirement Plan	37	$	710,750	—
John T. Drexler	Arch Coal, Inc. Retirement Account Plan	22	$	461,823	—
	Arch Coal, Inc. Supplemental Retirement Plan	22	$	246,479	—
Paul A. Lang	Arch Coal, Inc. Retirement Account Plan	35	$	1,206,159	—
	Arch Coal, Inc. Supplemental Retirement Plan	35	$	497,141	—
John A. Ziegler, Jr.	Arch Coal, Inc. Retirement Account Plan	17	$	361,711	—
	Arch Coal, Inc. Supplemental Retirement Plan	17	$	57,276	—
Robert G. Jones	Arch Coal, Inc. Retirement Account Plan	28	$	1,069,842	—
	Arch Coal, Inc. Supplemental Retirement Plan	28	$	206,819	—

We maintain a deferred compensation plan that historically has allowed eligible employees to defer receipt of their base salaries and/or incentive awards until the dates elected by the employees. We have not allowed deferrals under the plan since 2015. The cash amounts previously deferred are invested in accounts that mirror the gains and/or losses of a number of different investment funds. These investment funds are substantially similar to the investment alternatives offered to participants in our 401(k) plan. The plan has never offered any above-market rates of return to any of our NEOs. Participants are always vested in their deferrals under the plan and any related earnings.

Under the plan, we credit each participant's account with the number of units equal to the number of shares or units that the participant could purchase or receive with the amount of compensation deferred under the plan on the date we credit the participant's account, based upon the fair market value of the underlying investment on that date. We would typically pay the amount of compensation deferred under the plan to the participant (or to their designated beneficiary in the event of death) in annual installments or in a lump sum, at the participant's election, following the participant's termination of employment or on the date or dates specified by the participant in his payment election. The amount we pay will be based on the number of units credited to each participant's account, valued on the basis of the fair market value of an equivalent number of shares or units of the underlying investment on the date payment occurs. We may also pay a participant the amount of compensation deferred under the plan prior to the date the participant initially elected to receive payment if we determine that the employee has a demonstrated financial hardship. The Board approved the termination of the non-qualified deferred compensation plan in August of 2019. Participants in the non-qualified deferred compensation plan will receive a lump sum distribution of their account balance under the plan in August 2020.

The following table shows information relating to the activity in the deferred compensation plan accounts for the NEOs during 2019:

We maintain certain agreements or arrangements with each of our NEOs and other executives that provide for the payment or acceleration of certain benefits in the event that the executive's employment is terminated under certain circumstances or following a change in control. In addition to the benefits described below, the NEOs would also be entitled to receive certain benefits under our defined benefit and pension plan, supplemental retirement plan and non-qualified deferred compensation plan. See the subsection entitled "Pension Benefits" for more information on the benefits accumulated under our defined benefit pension plan and our supplemental retirement plan that are attributable to each of the NEOs and the subsection entitled "Non-Qualified Deferred Compensation" for more information on the aggregate balance maintained under our deferred compensation plan by each of the NEOs.

Our NEOs' change in control agreements provide "double trigger" payments on involuntary termination of employment in connection with a change in control.

We maintain change in control agreements with our NEOs and other executives. Under the change in control agreements, we may be required to provide compensation in the event of a termination of employment or a change in control of the Company. As a condition to each executive's entitlement to receive payments under the change in control agreements, the executive is required to execute a waiver of claims against us and to abide by certain non-disclosure, non-competition and non-solicitation requirements.

Voluntary termination and termination for cause — Each of the NEOs may terminate his employment at any time. In addition, we may terminate the employment of the NEOs for cause for any of the following reasons:

Under the terms of the change in control agreements, if we terminate an executive's employment for cause or if an executive voluntarily terminates his employment, then we will pay the executive an amount equal to the executive's accrued and unpaid base salary.

The RSU award agreements provide that, if an executive voluntarily terminates his employment (other than for good reason or due to retirement), his unvested RSUs will be forfeited. If we terminate an executive's employment for cause, his RSUs, whether vested or unvested, will be forfeited.

Involuntary termination prior to a change in control — Under the change in control agreements, each of the NEOs may be entitled to certain benefits on an involuntary termination. If we terminate an executive without cause prior to a change in control, then under the terms of the change in control agreement we will pay the executive a lump sum cash amount equal to the following:

Also, we have agreed to reimburse the NEOs for the cost of financial counseling services (up to a maximum of $5,000) for a period of 12 months (24 months for Mr. Eaves), and the cost of reasonable outplacement services for a period of 12 months (24 months for Mr. Eaves).

The RSU award agreements provide for the following treatment of the awards if an NEO's employment is terminated by us without cause or by the NEO for good reason:

The retention awards granted to Messrs. Eaves, Drexler and Lang in October 2018 provide for the following treatment if the executive's service with us is terminated by us without cause or by the executive for good reason:

The following table shows the amounts that each of the NEOs would have received if we had terminated his employment for reasons other than cause prior to a change in control on December 31, 2019:

	John W. Eaves		John T. Drexler		Paul A. Lang		John A. Ziegler, Jr.		Robert G. Jones

Cash payments:
Cash severance	$	3,915,552	$	1,367,245	$	1,801,325	$	805,711	$	914,252
Healthcare coverage	$	28,170	$	25,800	$	25,800		25,800	$	17,880
Life insurance premiums	$	75,120	$	13,380	$	37,560	$	11,112	$	33,804
Incentive awards⁽¹⁾	$	1,281,250	$	517,500	$	725,000	$	274,238	$	315,000
Retention awards	$	500,000	$	226,666	$	320,000	$	0	$	0
Retirement benefits	$	849,277	$	166,750	$	267,771	$	107,163	$	160,246
Financial counseling and outplacement services	$	30,000	$	20,000	$	20,000	$	20,000	$	20,000
Accrued vacation	$	0	$	0	$	0	$	0	$	0
Acceleration of equity awards:⁽²⁾
Restricted stock units (time-based)	$	2,608,282	$	1,154,327	$	1,616,095	$	439,902	$	527,021
Restricted stock units (performance-based)	$	1,049,045	$	464,027	$	636,182	$	275,621	$	329,835

Total	$	10,336,696	$	3,955,695	$	5,449,733	$	1,959,547	$	2,318,038

(1): For purposes of estimating the amounts payable under our annual cash incentive awards or our long-term cash incentive awards, we have assumed that we achieved target levels of performance under those awards.
(2): For purposes of estimating the amounts payable under the restricted stock unit awards, we have assumed a share price of $71.74 (which was the closing price on the last trading day of 2019). In addition, for the performance-based awards, we have assumed that the performance goals were achieved at 71.2% for the 2017 award and 45.0% for the 2018 award, which are the percentages that would have been achieved based on the VWAP calculations up through December 31, 2019. The award agreements provide that, upon termination for reasons other than cause prior to a change in control, the performance-based awards will remain subject to the performance condition (meaning that the actual percentage at which the performance goal is achieved will be determined based on the highest VWAP in the stated performance periods).

Termination in connection with a change in control — Under the change in control agreements, each of the NEOs may be entitled to certain benefits if we terminate the executive's employment for reasons other than cause following a change in control or if the executive terminates his employment for "good reason" (as defined in the executive's change in control agreement) during the two years following a change in control.

The change in control agreements define a "change in control" to mean any of the following:

If we terminate an NEO for reasons other than cause following a change in control or if the NEO terminates his employment for good reason during the two years following a change in control, then, under the terms of the change in control agreement, we will pay the executive a lump sum cash amount equal to the following:

Also, we have agreed to reimburse each NEO for the cost of financial counseling services (up to a maximum of $5,000) for a period of 24 months (36 months for Mr. Eaves), and the cost of reasonable outplacement services for a period of 24 months (36 months for Mr. Eaves).

The RSU award agreements provide for accelerated vesting immediately on a change in control (see below under "Potential Payments upon Change in Control"). As a result, the NEOs would not receive any additional benefits with respect to their RSUs on termination of employment following a change in control.

The retention awards granted to Messrs. Eaves, Drexler and Lang in October 2018 provide for accelerated vesting immediately on a change in control (see below under "Potential Payments upon Change in Control"). As a

result, these executives would not receive any additional benefits with respect to their retention awards on termination of service following a change in control.

The following table shows the amounts each NEO would have received if we had terminated his employment on December 31, 2019 for reasons other than cause following a change in control or if the NEO had terminated his employment for good reason on December 31, 2019 following a change in control:

	John W. Eaves		John T. Drexler		Paul A. Lang		John A. Ziegler, Jr.		Robert G. Jones

Cash payments:
Cash severance	$	8,671,655	$	2,734,489	$	3,602,650	$	1,611,421	$	1,828,503
Healthcare coverage	$	28,170	$	38,700	$	38,700	$	38,700	$	26,820
Life insurance premiums	$	112,680	$	26,760	$	75,120	$	22,224	$	67,608
Incentive awards⁽¹⁾	$	1,281,250	$	517,500	$	725,000	$	274,238	$	315,000
Retention awards	$	500,000	$	226,666	$	320,000	$	0	$	0
Retirement benefits	$	1,297,227	$	339,120	$	545,073	$	217,823	$	326,154
Financial counseling and outplacement services	$	40,000	$	30,000	$	30,000	$	30,000	$	30,000
Accrued vacation	$	0	$	0	$	0	$	0	$	0
Acceleration of equity awards:
Restricted stock units (time-based)	$	0	$	0	$	0	$	0	$	0
Restricted stock units (performance-based)	$	0	$	0	$	0	$	0	$	0

Total	$	11,930,982	$	3,913,235	$	5,336,543	$	2,194,406	$	2,594,085

Death or disability — The change in control agreements provide that, in the event an NEO's employment is terminated as a result of his death or disability, then we will pay the executive an amount equal to the executive's accrued and unpaid base salary, unused vacation time and all other amounts, including payouts under our annual cash incentive awards, that the executive has earned but which have not yet been paid. Any performance units held by the executive will vest based on the portion of the vesting period that preceded such termination, subject to attainment of the applicable performance goals.

The RSU award agreements provide for the following treatment of the awards if an NEO's employment is terminated as a result of his death or disability:

The retention awards granted to Messrs. Eaves, Drexler and Lang in October 2018 provide for the following treatment if the executive's service with us is terminated as a result of his death or disability:

The following table shows the amounts each NEO would have received if his employment had terminated on December 31, 2019 as a result of his death or disability:

	John W. Eaves		John T. Drexler		Paul A. Lang		John A. Ziegler, Jr.		Robert G. Jones

Cash payments:
Cash severance		—		—		—		—		—
Healthcare coverage		—		—		—		—		—
Life insurance premiums		—		—		—		—		—
Incentive awards⁽¹⁾	$	1,281,250	$	517,500	$	725,000	$	274,238	$	315,000
Retention awards	$	500,000	$	226,666	$	320,000	$	0	$	0
Retirement benefits		—		—		—		—		—
Financial counseling and outplacement services		—		—		—		—		—
Accrued vacation		—		—		—		—		—
Acceleration of equity awards:⁽²⁾
Restricted stock units (time-based)	$	3,942,113	$	1,743,999	$	2,425,529	$	789,140	$	946,968
Restricted stock units (performance-based)	$	1,778,572	$	786,593	$	1,078,811	$	466,820	$	559,434

Total	$	7,501,935	$	3,274,758	$	4,549,340	$	1,530,198	$	1,821,402

(1): For purposes of estimating the amounts payable under our annual cash incentive awards or our long-term cash incentive awards, we have assumed that we achieved target levels of performance under those awards.
(2): For purposes of estimating the amounts payable under the restricted stock unit awards, we have assumed a share price of $71.74 (which was the closing price on the last trading day of 2019). In addition, for the performance-based awards, we have assumed that the performance goals were achieved at 71.2% for the 2017 award and 45.0% for the 2018 award, which are the percentages that would have been achieved based on the VWAP calculations up through December 31, 2019. The award agreements provide that, upon death or disability, the performance-based awards will remain subject to the performance condition (meaning that the actual percentage at which the performance goal is achieved will be determined based on the highest VWAP in the stated performance periods).

Retirement — The change in control agreements provide that, in the event an NEO's employment is terminated as a result of his retirement, then we will pay the executive an amount equal to the executive's accrued and unpaid base salary, unused vacation time and all other amounts, including payouts under our annual cash incentive awards, that the executive has earned but which have not yet been paid. Any performance units held by the executive will vest based on the portion of the vesting period that preceded such termination, subject to attainment of the applicable performance goals.

The RSU award agreements provide for the following treatment of the awards if an NEO's employment is terminated as a result of his retirement:

With respect to the retention awards granted to Messrs. Eaves, Drexler and Lang in October 2018, any unpaid or unvested portion of the awards will be forfeited if the executive's service is terminated as a result of his retirement.

The following table shows the amounts each NEO would have received if his employment had terminated on December 31, 2019 as a result of his retirement:

	John W. Eaves		John T. Drexler⁽¹⁾		Paul A. Lang		John A. Ziegler, Jr.⁽¹⁾		Robert G. Jones

Cash payments:
Cash severance		—		—		—		—		—
Healthcare coverage		—		—		—		—		—
Life insurance premiums		—		—		—		—		—
Incentive awards⁽²⁾	$	1,281,250	$	517,500	$	725,000	$	274,238	$	315,000
Retention awards		—		—		—		—		—
Retirement benefits		—		—		—		—		—
Financial counseling and outplacement services		—		—		—		—		—
Accrued vacation		—		—		—		—		—
Acceleration of equity awards:⁽³⁾
Restricted stock units (time-based)	$	1,675,662	$	741,105	$	1,016,348	$	439,902	$	527,021
Restricted stock units (performance-based)	$	1,049,045	$	464,027	$	636,182	$	275,621	$	329,835

Total	$	4,005,957	$	1,722,632	$	2,377,530	$	989,761	$	1,171,856

(1): The amounts listed for Mr. Drexler and Mr. Ziegler are included to illustrate the value received if awarded at retirement. Currently, they do not meet the age requirement criteria under the plan guidelines.
(2): For purposes of estimating the amounts payable under our annual cash incentive awards or our long-term cash incentive awards, we have assumed that we achieved target levels of performance under those awards.
(3): For purposes of estimating the amounts payable under the restricted stock unit awards, we have assumed a share price of $71.74 (which was the closing price on the last trading day of 2019). In addition, for the performance-based awards, we have assumed that the performance goals were achieved at 71.2% for the 2017 award and 45.0% for the 2018 award, which are the percentages that would have been achieved based on the VWAP calculations up through December 31, 2019. The award agreements provide that, upon retirement, the performance-based awards will remain subject to the performance condition (meaning that the actual percentage at which the performance goal is achieved will be determined based on the highest VWAP in the stated performance periods).

The RSU award agreements provide for the following treatment of the awards on a change in control:

The retention awards granted to Messrs. Eaves, Drexler and Lang in October 2018 provide for the following treatment of the awards on a change in control:

Under the terms of the Arch Coal, Inc. 2016 Omnibus Incentive Plan, a change in control means any of the following:

The following table shows the amounts each NEO would have received if we had undergone a change in control on December 31, 2019:

	John W. Eaves		John T. Drexler		Paul A. Lang		John A. Ziegler, Jr.		Robert G. Jones

Cash payments:
Cash severance		—		—		—		—		—
Healthcare coverage		—		—		—		—		—
Life insurance premiums		—		—		—		—		—
Incentive awards⁽¹⁾	$	1,281,250	$	517,500	$	725,000	$	290,500	$	315,000
Retention awards	$	500,000	$	226,666	$	320,000	$	0	$	0
Retirement benefits		—		—		—		—		—
Financial counseling and outplacement services		—		—		—		—		—
Accrued vacation		—		—		—		—		—
Acceleration of equity awards:⁽²⁾
Restricted stock units (time-based)	$	3,942,113	$	1,743,999	$	2,425,529	$	789,140	$	946,968
Restricted stock units (performance-based)	$	1,778,572	$	786,593	$	1,078,811	$	466,820	$	559,434

Total	$	7,501,935	$	3,274,758	$	4,549,340	$	1,546,460	$	1,821,402

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 regarding the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K.

We identified the median employee for 2019 by examining all W-2 reported earnings, excluding our CEO, for those who were employed by us on October 1, 2019. We included all employees, whether employed on a full-time or part-time basis, and annualized the earnings for any employee who was hired after January 1, 2019 or had a break in employment between January 1, 2019 and October 1, 2019. The median employee was identified based on W-2 reported earnings through October 1, 2019 and is an hourly employee who works in our western operations. We calculated the annual total compensation for such employee using the same methodology we used for our NEOs as set forth in the 2019 Summary Compensation Table earlier in this section. For 2019, the value of the annual total compensation of this employee was $106,668 and the annual total compensation of our CEO was $2,934,455 resulting in a pay ratio of 28:1. We have considered the results of this analysis and believe that this pay ratio is impacted by the fact that our CEO was not granted any long-term incentive plan awards during 2019. If the CEO had been granted a long-term incentive plan award during 2019, based on the target value of the award granted in February 2020, the annual total compensation of our CEO would increase to approximately $6,521,956, resulting in a pay ratio of 61:1. We believe this pay ratio is a more relevant point of comparison for future years given that we expect our NEOs, including our CEO, to receive annual long-term incentive plan awards going forward.

Our director compensation program is designed to compensate our non-employee directors for the amount of work required for a company of our size and scope and to align the interests of our non-employee directors with the long-term interests of our stockholders and other stakeholders.

The Committee annually reviews the compensation structure and amounts for our non-employee directors. From time to time, the Committee engages a compensation consultant to provide survey or proxy benchmarking data on the structure and amount of director compensation for the Company's peer group. During 2019, the Committee retained LB to conduct such a benchmarking analysis. Based upon the analysis and guidance from LB, the Committee recommended that the Board make the following changes to the Company's director compensation program, effective August 1, 2019: (i) increase the additional retainer for the Independent Chairman of the Board by $35,000 to $75,000; (ii) increase the Independent Chairman annual equity grant by $40,000 to $215,000; (iii) increase the Non-Chairman annual equity grant by $15,000 to $140,000 and (iv) provide for a meeting fee of $1,500 for each Board and Committee meeting attended in excess of ten meetings per calendar year. The Committee believes the amount of compensation provided is reasonable for the amount of work required by our non-employee directors, and the elements of this program align the interests of our non-employee directors with the long-term interests of our stockholders.

Compensation of Our Board. The compensation structure for our non-employee directors for 2019 is set forth below:


Independent Board Member annual retainer	$	100,000
Additional retainer — Independent Chairman of the Board	$	75,000
Additional retainer — Chairman of the Audit Committee	$	25,000
Additional retainer — Member of the Audit Committee	$	15,000
Additional retainer — Chairman of the Personnel and Compensation Committee	$	15,000
Additional retainer — Member of the Personnel and Compensation Committee	$	10,000
Additional retainer — Chairman of the Nominating Committee	$	10,000
Additional retainer — Member of the Nominating Committee	$	5,000
Chairman equity grant⁽²⁾	$	215,000
Non-Chairman equity grant⁽²⁾	$	140,000

(1): Each non-employee director is also paid a meeting fee of $1,500 for each Board and Committee meeting attended in excess of ten meetings in a calendar year. Meetings of the Board and meetings of a Committee are counted separately in determining whether the ten-meeting threshold has been met.
(2): Represents an award of restricted stock units with respect to a number of shares of our common stock that is determined by dividing this dollar amount by the fair market value of a share on the grant date. The award vests in full on the earlier of (i) the first anniversary of the grant date, (ii) the date of the non-employee director's termination of service due to death or disability and (iii) the date of a change of control; provided, that a prorated portion of award shall vest in the event of the non-employee director's termination of service by the Company without cause or by the non-employee director for any or no reason. Vested shares are settled and delivered on the earlier of the three-month anniversary of the date of the director's separation of service from the Board or the date of a change of control.

The following table sets forth 2019 compensation for each director (other than Mr. Eaves and Mr. Lang):

Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Total ($)

James N. Chapman	$	172,920			$	172,920
Patrick J. Bartels, Jr.	$	116,247			$	116,247
Sherman K. Edmiston III	$	114,996			$	114,996
Robert B. Hamill	$	86,247	$	82,188	$	168,435
Holly Keller Koeppel	$	86,247	$	82,188	$	168,435
Patrick A. Kriegshauser	$	125,004			$	125,004
Richard A. Navarre	$	120,000			$	120,000
Scott D. Vogel⁽³⁾	$	45,835			$	45,835

(1): Reflects the annual cash retainer earned by each director for 2019. The retainer is paid monthly in arrears.
(2): Mr. Hamill and Ms. Koeppel were elected to the Board in February 2019 and received a pro-rated restricted stock unit award for their partial year of service. No other equity awards were granted to our directors during 2019. The annual awards were deferred to February 2020 to align the awards with grants to our NEOs.

The aggregate number of unvested shares of restricted stock units held by directors as of December 31, 2019 was: Mr. Chapman: 4,150; Mr. Bartels: 1,450; Mr. Edmiston: 2,950; Mr. Hamill: 950; Ms. Koeppel: 950; Mr. Kriegshauser: 2,950; and Mr. Navarre: 2,950. Mr. Vogel's restricted stock units were settled in August 2019 and he did not hold any restricted stock units as of December 31, 2019.
(3): Effective May 2, 2019, Mr. Vogel no longer served on the Company's Board of Directors.

Stock Ownership Guidelines. In order to align the interests of our non-employee directors with the long-term interests of our stockholders, the Board has adopted stock ownership guidelines for non-employee directors. Each newly elected non-employee director is expected to satisfy this goal within five years of becoming a director.

Under the guidelines, each non-employee director is required to own a number of shares of our common stock, including unvested restricted stock units, equal in value to three times the value of the annual retainer. Each non-employee director's ownership is reviewed annually, with each share of common stock held by a non-employee director being valued at the Company's average closing price for the 90 days prior to the measurement date. In the event that a non-employee director does not meet the applicable guideline at any time after the initial five-year period, the director is required to hold a minimum of 67% of the net shares resulting from any future vesting of restricted stock or restricted stock units until the guideline is met. All of our directors either satisfy the required threshold or are within the five-year period.

The Personnel and Compensation Committee is comprised entirely of independent directors and has the responsibility for reviewing and recommending changes in our executive compensation policies and programs to the Board of Directors. The Committee also reviews and makes recommendations for all compensation payments to our chief executive officer and other executives, which are approved by the Board of Directors as a whole.

The Personnel and Compensation Committee has reviewed and met with management to discuss the disclosures contained in the section of this proxy statement entitled "Executive Compensation — Compensation Discussion and Analysis." Based on that review and discussions with management, the Personnel and Compensation Committee recommended to the Board of Directors, and the Board of Directors approved, including the disclosures contained in the section entitled "Compensation Discussion and Analysis" in this proxy statement and, by incorporating that section by reference, in the Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the SEC.

The material contained in this Personnel and Compensation Committee Report does not constitute soliciting material, is not deemed filed with the SEC, and is not incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent that the Company specifically incorporates the Personnel and Compensation Committee Report by reference therein.

The Audit Committee oversees the Company's financial reporting process on behalf of the Board of Directors as set forth in its charter. Management is primarily responsible for the financial statements and reporting process, including the systems of internal controls, while the independent registered public accounting firm is responsible for performing an independent audit of the Company's financial statements in accordance with auditing standards generally accepted in the United States and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States.

In this context, the Audit Committee has reviewed the Company's audited consolidated financial statements and has met with and held discussions with management, the Company's internal auditors and with Ernst & Young LLP, the Company's independent registered public accounting firm, to discuss those financial statements and related matters. The Audit Committee reviewed with the Company's internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee also met, at least quarterly, with the auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company's internal controls and the overall quality of the Company's financial reporting. The Audit Committee also reviewed with the independent auditors their judgment as to the quality and the appropriateness of the Company's accounting principles and financial controls and such other matters as are required to be discussed with the Audit Committee under auditing standards generally accepted in the United States.

The Company's independent registered public accounting firm also provided to the Audit Committee the written disclosures and the letter prescribed by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent auditors that firm's independence, including those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee considered whether the performance by Ernst & Young LLP of non-audit services was compatible with their independence.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the audited consolidated financial statements to be included in the Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the Securities and Exchange Commission. The Audit Committee has retained Ernst & Young LLP as the Company's independent registered public accounting firm for 2020.

While the Audit Committee has the responsibilities and powers set forth in its charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate or are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor.

The material contained in this Audit Committee Report does not constitute soliciting material, is not deemed filed with the SEC, and is not incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.

The following table provides information, as of December 31, 2019, regarding the number of shares of common stock that may be issued under the Company's equity compensation plans:

The following table sets forth, as of March 1, 2020, information concerning the beneficial ownership of our common stock by each director, each of the executives named in this proxy statement and all current directors and executive officers as a group. Under rules of the SEC, persons who have power to vote or dispose of securities, either alone or jointly with others, are deemed to be the beneficial owners of such securities. Each person reflected in the table below has both sole voting and investment power with respect to the shares included in the table, except as described in the footnotes below:

Name of Beneficial Owner

John W. Eaves, Chief Executive Officer and Director	65,612	—	65,612	2	%	171,100	236,712
James N. Chapman, Chairman	6,374	—	6,374	0	%	5,400	11,774
Patrick J. Bartels, Jr., Director	1,450	—	1,450	0	%	3,500	4,950
Sherman K. Edmiston III, Director	3,824	—	3,824	0	%	3,500	7,324
Robert B. Hamill, Director	2,950	—	2,950	0	%	3,500	6,450
Holly Keller Koeppel, Director	1,950	—	1,950	0	%	3,500	5,450
Patrick A. Kriegshauser, Director	4,540	—	4,540	0	%	3,500	8,040
Richard A. Navarre, Director	3,824	—	3,824	0	%	3,500	7,324
John T. Drexler, Senior Vice President and Chief Financial Officer	21,339	—	21,339	0	%	75,560	96,899
Robert G. Jones, Senior Vice President — Law, General Counsel and Secretary	12,701	—	12,701	0	%	49,700	62,401
Paul A. Lang, President and Chief Operating Officer	34,986	—	34,986	1	%	104,260	139,246
John A. Ziegler, Jr., Senior Vice President and Chief Administrative Officer	12,755	—	12,755	0	%	43,500	56,255
All of our directors and executive officers as a group (14 persons)	181,265	—	181,265	5	%	541,120	722,385

The following table shows all persons or entities that we know were "beneficial owners" of more than five percent of our common stock on March 1, 2020:

Name and Address of Beneficial Owner

Invesco Senior Secured Management, Inc.⁽²⁾	3,165,815	21.0	%
1166 Avenue of the Americas, 26th Floor New York, NY 10636
The Vanguard Group⁽³⁾	1,428,952	9.44	%
100 Vanguard Blvd. Malvern, PA 19355
BlackRock Inc.⁽⁴⁾	1,167,490	7.7	%
55 East 52nd Street New York, NY 10055
Dimensional Fund Advisors LP⁽⁵⁾	1,023,030	6.80	%
Building One 6300 Bee Cave Road Austin, TX 78746
Luminus Management, LLC⁽⁶⁾	830,381	5.48	%
1700 Broadway, 26th Floor New York, NY 10019

(1): Based on 15,142,684 shares of common stock outstanding as of March 1, 2020.
(2): Based on its filings with the SEC, Invesco Senior Secured Management, Inc. has sole dispositive power over 3,165,815 shares of our common stock.
(3): Based on its filings with the SEC, The Vanguard Group, Inc. has sole voting power over 14,879 shares of our common stock, has shared power to vote over 4,400 shares of our common stock, sole dispositive power over 1,411,856 shares of our common stock and shared dispositive power over 17,096 shares of our common stock.
(4): Based on its filings with the SEC, Blackrock Inc. has the sole voting power over 1,144,622 shares of our common stock and sole dispositive power over 1,167,490 shares of our common stock.
(5): Based on its filings with the SEC, Dimensional Fund Advisors LP has the sole voting power over 1,014,813 shares of our common stock and sole dispositive power over 1,023,030 shares of our common stock.
(6): Based on its filings with the SEC, Luminus Management, LLC has shared power to vote over 830,381 shares of our common stock and shared dispositive power over 830,381 shares of our common stock.

In determining whether to approve, ratify or disapprove of the Company's entry into a transaction with a related party, our Board considers all relevant facts and circumstances and takes into account, among other factors:

If you wish to submit proposals for possible inclusion in the Company's 2021 proxy materials, the Company must receive them at its principal executive offices no later than the close of business on November 16, 2020. Proposals should be addressed to Robert G. Jones, Senior Vice President — Law, General Counsel and Secretary, Arch Coal, Inc., One CityPlace Drive, Suite 300, St. Louis, Missouri 63141. If you wish to include a nominee for director in the Company's 2021 proxy statement pursuant to the proxy access provisions of the Company's Bylaws, and you meet the qualifications set forth in the Company's Bylaws, your notice must be delivered not earlier than December 31, 2020 and not later than January 30, 2021. If you wish to nominate directors and/or propose proper business from the floor for consideration at the 2021 annual meeting of stockholders, the Company's Bylaws provide that:

The Company will send copies of these requirements to any stockholder who writes to the Company requesting this information. Please note that these three requirements apply only to matters that you wish to bring before your fellow stockholders at the 2021 annual meeting of stockholders without submitting them for possible inclusion in the Company's 2021 proxy materials.

INTERNET AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting To Be Held on April 30, 2020

The notice of Annual Meeting, proxy statement and the Company's 2019 annual report may be viewed online under the "Investors" section located on the Company's website at archcoal.com. Information on the Company's website does not constitute part of this proxy statement. You may find more information about the date, time and location of the Annual Meeting, as well as the items to be voted on by stockholders at the Annual Meeting, in the sections of this proxy statement entitled "Proxy Highlights" and "Questions and Answers About the Annual Meeting." There, you will also find information about attending the Annual Meeting and voting your proxy, including where you may find the individual control numbers necessary to vote your shares by telephone or over the Internet.

If you are a stockholder of record and are interested in receiving future proxy statements and annual reports electronically, you should contact the Company's transfer agent by accessing your account at amstock.com and selecting "Shareholder Account Access." If you hold shares of the Company's common stock through a broker, bank or other nominee, please refer to the instructions provided by that entity for instructions on how to elect this option.

The Company is paying the cost of preparing, printing, and mailing these proxy materials. The Company will reimburse brokerage firms, banks and others for their reasonable expenses in forwarding proxy materials to beneficial owners and obtaining their instructions.

Proxies will be solicited by mail and also may be solicited by the Company's executive officers and other employees personally, by telephone or by electronic means, but such persons will not be specifically compensated for such services. The Company will also pay fees of approximately $18,000 to D.F. King & Co., Inc. to assist in soliciting proxies on behalf of the Company. It is contemplated that brokerage firms, banks, custodians, fiduciaries and other nominees will be requested to forward the soliciting material to the beneficial owners of stock held of record by such persons, and the Company will reimburse them for their reasonable expenses incurred.

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern time on April 29, 2020. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you received proxy materials in the mail and would like to reduce the costs incurred by Arch Coal, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern time on April 29, 2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Arch Coal, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, to arrive no later than the closing of the polls on April 30, 2020. STOCKHOLDER MEETING REGISTRATION: To vote and/or attend the meeting, go to the “Register for Meeting” link at www.proxyvote.com. You must register to attend the Annual Meeting and request an admission ticket before April 23, 2020. An admission ticket and valid government-issued photo identification, such as a driver's license or passport, will be required to enter the meeting. Please bring the admission ticket to the meeting. If you do not have access to the Internet, you can register to attend the meeting by phone at 1-866-232-3037. ARCH COAL, INC. ONE CITYPLACE DRIVE, SUITE 300 ST. LOUIS, MO 63141 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E98403-P33787 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ARCH COAL, INC. The Board of Directors recommends a vote "FOR" all nominees listed in proposal 1: For Withhold AllAll For AllTo withhold authority to vote for any individual Exceptnominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. !! ! 1. Election of Directors Nominees: 01) Patrick J. Bartels, Jr. 02) James N. Chapman 03) John W. Eaves 04) Sherman K. Edmiston III 05) Robert B. Hamill 06) Holly Keller Koeppel 07) Patrick A. Kriegshauser 08) Paul A. Lang 09) Richard A. Navarre For Against Abstain The Board of Directors recommends a vote "FOR" proposal 2: ! ! ! 2. Advisory approval of the Company's named executive officer compensation. The Board of Directors recommends a vote "FOR" proposal 3: ! ! ! 3. Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2020. NOTE: The appointed proxies will vote in their discretion on any other business as may properly come before the meeting or any adjournment thereof. ! For address changes and/or comments, please check this box and write them on the back where indicated. ! Yes ! No Please indicate if you plan to attend this meeting. The foregoing items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed March 10, 2020 as the record date for determining stockholders of the Company entitled to receive notice of and vote at the meeting. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on April 30, 2020: The 2020 Notice, Proxy Statement and Annual Report are available at www.proxyvote.com. E98404-P33787 One CityPlace Drive, Suite 300 St. Louis, Missouri 63141 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 30, 2020 AT 10:00 AM CENTRAL TIME The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders for the Annual Meeting to be held on April 30, 2020 and accompanying Proxy Statement, and hereby appoints John W. Eaves and Robert G. Jones and each of them, with full power of substitution, as proxies for and in the name of the undersigned to represent and to vote all shares of common stock of Arch Coal, Inc., a Delaware corporation, that the undersigned is entitled to vote at the 2020 Annual Meeting of Stockholders to be held on April 30, 2020, at 10:00 AM, Central time, and at any adjournment or postponement thereof, upon the matters set forth on the reverse side hereof, and in their discretion upon such other matters, if any, as may properly come before the meeting. This Proxy, if signed and returned, will be voted as indicated. If this card is signed and returned without indication as to how to vote, the shares will be voted FOR each of the director nominees listed in proposal 1 and FOR proposals 2 and 3. Any one of said proxies, or any substitutes, who shall be present and act at the meeting shall have all the powers of said proxies hereunder. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Address Changes/Comments:


Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o		Preliminary Proxy Statement
o		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material under §240.14a-12

	Fee

Service	2019		2018
Audit Fees⁽¹⁾	$	1,934,864	$	1,856,002
Audit-Related Fees		—		—
Tax Fees⁽²⁾			$	30,486
All Other Fees		—		—

	2019 PERFORMANCE GOALS

Performance Measure	Threshold		Target		Maximum
Adjusted EBITDA	$	317,402,400	$	453,432,000	$	589,461,600

	2019 PERFORMANCE GOALS

Performance Measure	Threshold		Target		Maximum
Free Cash Flow	$	279,310,500	$	399,015,000	$	518,719,500

	2019 PERFORMANCE GOALS

Performance Measure	Threshold		Target		Maximum
Safety Incident Rate		1.44		1.31		1.18


		Sincerely,
		/s/ JOHN W. EAVES JOHN W. EAVES Chief Executive Officer


		By Order of the Board of Directors

		/s/ ROBERT G. JONES ROBERT G. JONES Senior Vice President — Law, General Counsel and Secretary

	Board of Directors	Nominating and Corporate Governance	Personnel and Compensation	Audit

Number of 2019 meetings	9	1	7	9
Mr. Bartels	M	M	M
Mr. Chapman	C⁽¹⁾	C	M
Mr. Eaves	M⁽¹⁾
Mr. Edmiston	M			M⁽²⁾
Mr. Hamill	M			M⁽²⁾
Ms. Koeppel	M			M⁽²⁾
Mr. Kriegshauser	M			C⁽²⁾
Mr. Navarre	M	M	C

	2017						2018						2019

Name	Target as % of Base Salary			Actual Payout as % of Base Salary			Target as % of Base Salary			Actual Payout as % of Base Salary			Target as % of Base Salary			Actual Payout as % of Base Salary
John W. Eaves		110	%		133	%		110	%		180	%		125	%		142	%
John T. Drexler		85	%		103	%		85	%		139	%		90	%		102	%
Paul A. Lang		90	%		109	%		90	%		147	%		100	%		114	%
John A. Ziegler, Jr.		—			—			60	%		98	%		70	%		80	%
Robert G. Jones		60	%		73	%		60	%		98	%		70	%		80	%

Performance Measure

Adjusted EBITDA	25	%	100	%	200	%
Free Cash Flow	25	%	100	%	200	%
Safety Incident Rate⁽¹⁾	50	%	100	%	200	%
Environmental Compliance	50	%	100	%	200	%

Performance Measure	Actual Performance

Adjusted EBITDA	$	415,855,000	79.3	%	50	%	39.64	%
Free Cash Flow	$	369,557,000	81.5	%	20	%	16.31	%
Safety Incident Rate		1.20	184.6	%	15	%	27.69	%
Environmental Compliance		1 NOV	200	%	15	%	30.00	%

	Stock Awards

Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)⁽¹⁾
John W. Eaves		74,149	$	5,575,589
John T. Drexler		23,829	$	1,795,276
Paul A. Lang		39,405	$	2,966,217
John A. Ziegler, Jr.		13,060	$	977,019
Robert G. Jones		13,060	$	977,019

Name			Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals/ Distributions ($)⁽¹⁾			Aggregate Balance at Last Fiscal Year End ($)

John W. Eaves	—	—	$	448,526		—		$	2,795,192
John T. Drexler	—	—	$	10,062	$	(30,426	)	$	51,018
Paul A. Lang	—	—	$	130,395	$	(54,490	)	$	800,820
John A. Ziegler, Jr.	—	—	$	107		—		$	9,345
Robert G. Jones	—	—	$	193,825		—		$	970,409

Plan category			Weighted-average exercise price of outstanding options, warrants and rights (b)

Equity compensation plans approved by security holders	540,245	⁽¹⁾	$	0	2,288,310	⁽²⁾
Equity compensation plans not approved by security holders	—		$	0	—

Total	540,245		$	0	2,288,310


		By Order of the Board of Directors,
		/s/ ROBERT G. JONES Robert G. Jones
		Senior Vice President — Law, General Counsel and Secretary

Share VWAP

Below $65	0	%
$65	25	%
$85	50	%
$105	75	%
$125 or higher	100	%