UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2025, the Company announced that it has appointed Todd E. Telesz as its new Chief Financial Officer, effective June 23, 2025, to succeed Marjorie Hargrave who is leaving the Company to pursue other opportunities. Mr. Telesz brings substantial experience in the electric utilities industry, which will benefit the Company’s ongoing transition from a bituminous coal producer to an integrated independent power producer. The Company thanks Ms. Hargrave for her service
Mr. Telesz, 54, is an accomplished financial executive with extensive experience in the power sector. Since 2024, Mr. Telesz has served as Chief Financial Officer of Tri-State Generation and Transmission Association, Inc., a non-profit generation and transmission cooperative owned by 40 cooperative systems across 4 states. Between 2021 and 2023, he served as Chief Executive Officer of Basin Electric, one of the nation’s largest electric cooperatives, owned by 141 cooperative systems across 9 states. He previously served as Senior Vice President at CoBank, ACB, a provider of loans and financial services to cooperatives, agribusinesses, rural utilities and farm credit associations in its Power, Energy and Utilities division between 2007 and 2021.
In connection with his appointment, Mr. Telesz will initially be paid an annual base salary of $500,000, with a target annual short-term incentive of $175,000. Mr. Telesz will also be eligible for long-term incentive awards consistent with the programs available for other senior executive officers of the Company; subject to approval by the Company’s Board of Directors of its executive officer compensation plan, it is expected that Mr. Telesz will receive an annual grant of restricted stock units valued at $200,000 in respect of the 2025 fiscal year, having a 3-year vesting period. Mr. Telesz will also receive an initial signing bonus of $100,000.
There are no family relationships between Mr. Telesz and any of the Company’s directors or executive officers, and there is no arrangement or understanding between Mr. Telesz or any other person and the Company or any of its subsidiaries pursuant to which he was appointed as an officer of the Company. There are no transactions between Mr. Telesz or any of his immediate family members and the Company or any of its subsidiaries that would be required to be reported under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On June 4, 2025, the Company issued a press release announcing the management changes described herein. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, and the text of such press release is incorporated herein by reference.
None of the information furnished in this Item 7.01 will be deemed "filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended.
Item 9.01 – Financial Statements and Exhibits
(d) Exhibits
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
