This proxy statementProxy Statement is being furnished by the Board of Directors (the “Board”) of Westmoreland Coal Company (the “Company”“Company,” "Westmoreland," "we" or "Westmoreland""us") to holders of our common stock and depositary shares in connection with the solicitation by the Board of proxies to be voted at the 2017 Annual Meeting of Stockholders of Westmoreland Coal Company (the “Annual Meeting”).Meeting. The 2017 Annual Meeting will be held via the Internet on Tuesday, May 19, 201516, 2017 at 8:30 a.m. Mountain Daylight Time, for the purposes set forth in the accompanying Notice of Annual Meeting and this proxy statement.Proxy Statement. Although we refer to our website and other websites in this Proxy Statement, the information contained on our website or other websites is not a part of this Proxy Statement.

A virtual annual meeting of stockholders is an official annual meeting held over the Internet that offers the ability to verify attendance and provides an interactive element that allows for real-time voting in a secure environment. The virtual meeting also enables two-way engagement, allowing stockholders to ask questions of corporate officers and directors. The virtual meeting provides Westmoreland a low-cost way for stockholders to attend and interact with management, and has the potential to increase participation and reduce costs associated with meeting facilities and travel.

Westmoreland will be hosting the 20152017 Annual Meeting live via the Internet. A summary of the information you need to attend the meeting online is provided below:

Only common stockholders who were owners of record at the close of business on April 14, 2015March 17, 2017 are entitled to vote. Each holder of common stock is entitled to one vote per share. There were 17,904,47718,571,424 shares of common stock outstanding on April 14, 2015.March 17, 2017.

The holders of a majority of the aggregate voting power of the common stock and depositary shares outstanding on the record date,Record Date, present in person or by proxy at the 2017 Annual Meeting, shall constitute a quorum to conduct business at the 2017 Annual Meeting. Abstentions and “broker non-votes” (shares held by a broker or nominee that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client) are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the 2017 Annual Meeting.

If your shares are registered directly in your name with our transfer agent, you are considered a stockholder of record with respect to those shares and the proxy card and voting instructions have been sent directly to you. If, like most stockholders, you hold your shares in “street name” through a stockbroker, bank or other nominee rather than directly in your own name, you may not vote your shares in person at the 2017 Annual Meeting without obtaining authorization from your stockbroker, bank or other nominee. You need to submit voting instructions to your stockbroker, bank or other nominee in order to cast your vote.

We encourage you to register your vote via the Internet. If you attend the virtual 2017 Annual Meeting, you may also submit your vote in person over the Internet and any votes that you previously submitted - whether via the Internet, by phone or by mail - will be superseded by the vote that you cast at the 2017 Annual Meeting. Whether your proxy is submitted by the Internet, by phone or by mail, if it is properly completed and submitted and if you do not revoke it prior to the 2017 Annual Meeting, your shares will be voted at the 2017 Annual Meeting as specified by you or, if you do not specify a choice as to a particular matter, in the manner set forth in this proxy statement.

Yes. Even after you have submitted your proxy card, you may change your vote at any time before the proxy is exercised by either filing with our Secretary a written notice of revocation or a duly executed proxy card bearing a later date or by voting in person at the 2017 Annual Meeting. The powers of the proxy holders will be suspended if you attend the 2017 Annual Meeting in person and so request. However, attendance at the virtual 2017 Annual Meeting will not, by itself, revoke a previously granted proxy. If you want to change or revoke your proxy and you hold your shares in “street name,” contact your broker or the nominee that holds your shares. Any written notice of revocation sent to us must include the stockholder's name and must be received prior to the 2017 Annual Meeting to be effective.

Under our bylaws, which were amended and restated in February 2015, we have a majority vote standard for election of directors. In an uncontested election, each director will be elected by a vote of the majority of the votes cast, meaning the number of shares cast “for” a director exceeds the number of votes cast “against” that director. In a contested election, the directors will be elected by a plurality of the votes cast, meaning the directors receiving the largest number of “for” votes will be elected to the open positions. With respect to Proposal 1, regardless of whether the majority of votes cast or plurality standard applies, broker non-votes, abstentions and withheld votes will have no effect because such votes are not treated as being cast.

In an uncontested election, a nominee who does not receive a majority vote will not be elected. An incumbent director who is not elected because he or she does not receive a majority vote will continue to serve as a holdover director until the earliest of: (a) 90 days after the date on which the election inspector determines the voting results as to that director, (b) the date on which the Board appoints an individual to fill the office held by that director, or (c) the date of that director's resignation.

Approval of Proposals 2, 43 and 5 requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the 2017 Annual Meeting. With respect to Proposals 2 4 and 5,3, broker non-votes will have no effect, but abstentions from other shares entitled to vote will have the same effect as a vote against such proposals.

The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 20152017 (Proposal 3)4) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore broker non-votes are not expected in connection with Proposal 3.4.

The election of directors (Proposal 1), the advisory approval of the Company's executive compensation (Proposal 2), the approval of certain amendments to Westmoreland Coal Company's Certificate of Incorporationthe Amended and Restated 2014 Plan (Proposal 4)3), and the shareholder proposaladvisory approval of the frequency of the advisory approval of the Company's executive compensation (Proposal 5) are matters considered non-routine under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1, 2, 43 and 5. However, since the advisory vote under Proposal 5 will be determined by the frequency option (every one year, every two years or every three years) that receives the greatest number of votes, broker non-votes will have no effect on the outcome of the vote on this proposal.

Under Delaware law, stockholders are not entitled to dissenters' rights of appraisal on any proposal referred to herein.

We will announce preliminary general voting results at the 2017 Annual Meeting and publish final detailed voting results on a Form 8-K that we will file with the SECSecurities and Exchange Commission ("SEC") within four business days after the 2017 Annual Meeting.

Any proposal that a stockholder wishes to be considered for inclusion in our proxy statement and proxy card for the 20162018 Annual Meeting of Stockholders (the “2016“2018 Annual Meeting”) must be submitted to the Company's Secretary at our offices, 9540 S.South Maroon Circle, Suite 200,300, Englewood, Colorado 80112, no later than December 19, 2015.1, 2017. In addition, such proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934.

If a stockholder wishes to present a proposal before the 20162018 Annual Meeting, without having the proposal included in our proxy statement and proxy card, such stockholder must give written notice to the Secretary at the address noted above. The Secretary must receive such notice no earlier than January 20, 201616, 2018 and no later than February 19, 2016,15, 2018, and the stockholder must comply with the provisions of Sections 2.5 or 2.6, as applicable, of our bylaws. Only proposals included in the proxy statement or that comply with our advance notice bylaw requirements will be considered properly brought before the Annual Meeting.annual meeting.

No. If you are the beneficial owner, but not the record holder, of shares of our stock, your broker, bank or other nominee may only deliver one copy of this proxy statement and our annual report to multiple stockholders who share an address, unless that nominee has received contrary instructions from one or more of the stockholders. We will deliver promptly, upon written or oral request, a separate copy of this proxy statement and our annual report to a stockholder at a shared address to which a single copy of the documents was delivered. Beneficial owners sharing an address who are receiving multiple copies of proxy materials and annual reports and who wish to receive a single copy of such materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future.

TheOn July 22, 2016, the Board has fixedvoted to expand its size from nine to ten directors as the numberresult of directors at eight.a successful candidate selection process initiated in connection with the Company's March 23, 2016 agreement with Venor Capital Management LP ("Venor") to add one additional candidate identified by Venor no later than August 15, 2016. Although the expansion of the size of our Board and the selection of Mr. Stein were precipitated by the agreement with Venor, the Board believes that these changes will further enhance its industry and capital market expertise. All of our directors and nominees bring to our Board a wealth of leadership experience derived from their service as executives and respected professionals.  Certain individual qualifications and skills of our directors that contribute to the Board's effectiveness as a whole are described in the following paragraphs.

The Audit Committee provides oversight of the quality and integrity of our accounting, auditing and financial reporting practices and is responsible for retaining and terminating our independent accounts.accountants. The committee exercises its oversight obligations through regular meetings with management, the Directordirector of Internal Auditinternal audit and our independent registered public accounting firm, Ernst & Young LLP. The Audit Committee is also responsible for oversight of risks relating to accounting matters, financial reporting and regulatory compliance. To satisfy these oversight responsibilities, the committee separately meets with our Chief Financial Officer, the Directordirector of Internal Audit,internal audit, Ernst & Young LLP and management. The committee also receives periodic reports regarding issues such as the status and findings of audits being conducted by the internal and independent auditors, the status of material litigation, accounting changes that could affect our financial statements and proposed audit adjustments.

The Compensation and Benefits Committee is responsible for assuring that the Board, our Chief Executive Officer, and our other executive officers and our key management are compensated appropriately and in a manner consistent with our approved compensation strategy, internal equity considerations, competitive practice, and any relevant laws or regulations. In addition, the committee reviews our compensation programs to ensure that our programs are not promoting imprudent risk-taking. In accordance with its charter, the committee may retain and terminate outside counsel, compensation consultants, or other experts or consultants, as it deems appropriate, form and delegate authority to subcommittees and delegate authority to one or more designated members of the committee. To assist it in satisfying its oversight responsibilities, the committee approved the continued engagement of Pay Governance to serve as its compensation consultant for fiscal year 2015.2017.

On an annual basis, the committee reviews the structure of our compensation program to assess whether any aspect of the program could provide an incentive to our executive officers or other employees to take any unnecessary or inappropriate risks that could threaten our operating results, financial condition or impact long-term stockholder value. To assist the committee in

Based on the findings of Pay Governance, our internal controls, policies and risk-mitigating components in our incentive arrangements, as well as the committee's formal review and discussion, the committee believes our compensation programs represent an appropriate balance of short-term and long-term compensation and do not encourage executive officers or other employees to take on unnecessary or excessive risks that are reasonably likely to have a material adverse effect on us.

Our incentive compensation is designed to reward bonus-eligible employees for committing to and achieving goals that are intended to be challenging yet provide them a reasonable opportunity to reachand support the threshold amount, while requiring meaningful growth to reachsuccess of the target level and substantial growth to reach the maximum level. The amount of growthbusiness. Achievement required to reach the maximum level of compensation is developed within the context of the normal business planning cycle and, while difficult to achieve, is not viewed to be at such an aggressive level that it would induce bonus-eligible employees to take inappropriate risks that could threaten our financial or operating stability. The annual bonus program contains a cap on the maximum financial payout to employees as a whole.payout.

Our executive compensation program includes the following features to help minimize risk.

Base salary is the only assured portion of compensation that we provide to our executives and other employees. Consequently, our incentive compensation arrangements are intended to reward performance.

The annual incentive plan establishes cash-based award opportunities that are payable if, and only to the extent that, pre-established corporate financial, operational safety and individual performance objectives are achieved. The committee has discretion to exclude certain events outside our direct control and to reward exemplary performance.

The long-term component of the executive compensation program consists of grants of time-vested and performance-based restricted stock units or time-based cash unit awards. The use of both time-based and performance-based awards for the 2016 fiscal 2015year balances our desire to drive long-term growth with the retention pressures we face from our direct peers, as well as from emerging and evolving competitors.

During 2014,2016, each of Messrs. Hutchinson, Mackus, Scharp and Scharp,Tinstman, and Ms. Hamilton served on our Compensation and Benefits Committee. None of these directors was a current or former officer or employee of the Company, and none had any related party transaction involving the Company that is disclosablerequired to be disclosed under Item 404 of Regulation S-K. During 2014,2016, none of our executive officers served on the board of directors of any entity that had one or more executive officers serving on our Board.

The Compensation and Benefits Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on this review and discussion, the Compensation and Benefits Committee recommended to the Board that the Compensation Discussion and Analysis, provided herein, be included in this proxy

The Nominating and Corporate Governance Committee identifies and recommends individuals qualified to be nominated as members of the Board and considers director candidates brought to the Board by our stockholders. The committee also oversees succession planning. It alsoplanning, provides oversight on corporate governance matters and conducts the evaluation of the Board, committees, and individual director performance.

The committee regularly assesses the mix of skills and industry experience currently represented on the Board, whether any vacancies on the Board are expected due to retirement or otherwise, the skills represented by retiring directors, and additional skills highlighted during the Board self-assessment process that could improve the overall quality and ability of the Board to carry out its functions. In the event vacancies are anticipated or arise, the Nominating and Corporate Governance Committee considers various potential candidates for director and employs the same process for evaluating all candidates, including those submitted by our stockholders. The committee is responsible for ensuring all director nominees undergo a thorough background check prior to nomination or appointment as a director and to reviewreviewing any adverse findings prior to such nomination or appointment. Candidates may come to the attention of the committee through current Board members, professional search firms, our stockholders or other persons. Additionally, the Board has a retirement policy mandating that directors retire from the Board at the first annual meeting of stockholders following the director's 75th birthday.

The committee initially evaluates a candidate based on publicly available information and any additional information supplied by the party recommending the candidate. If the candidate appears to satisfy the selection criteria and the committee's initial evaluation is favorable, the candidate is contacted by the chairman of the committee for an interview to determine the mutual levels of interest in pursuing the candidacy. The committee is tasked with considering whether the candidate is (i) independent pursuant to the requirements of The NASDAQ Stock Market, (ii) accomplished in his or her field and has a reputation, both personal and professional, that is consistent with our ideals and integrity, (iii) able to read and understand basic financial statements, (iv) knowledgeable as toabout us and the issues affecting our business, (v) committed to enhancing stockholder value, (vi) able to understand fully the legal responsibilities of a director and the governance processes of a public company, (vii) able to develop a good working relationship with other Board members and senior management and (viii) able to suggest business opportunities to us. If these discussions and considerations are favorable, the committee makes a final recommendation to the Board to nominate the candidate for election.

In considering whether to recommend any particular candidate, including incumbent directors, for inclusion in the Board's slate of recommended director nominees, the Nominating and Corporate Governance Committee takes into consideration a number of criteria, including: professional work experience; skills; expertise; diversity; personal and professional integrity; character; temperament; business judgment; time availability in light of other commitments; dedication; conflicts of interest; and public company experience. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. The committee focuses on issues of diversity, such as diversity of education, professional experience and differences in viewpoints and skills. The committee does not have a formal policy with respect to diversity; however, the Board and the committee believe that it is essential that the Board members represent diverse viewpoints and strive to ensure that the slate of nominees represents a wide breadth of diverse backgrounds and skill sets to adequately represent the needs of the stockholders. With respect to the nomination of continuing directors for re-election, the individual's contributions to the Board are also considered. We believe that the backgrounds and qualifications of our directors, considered as a group, provide a composite mix of skills, experience, and knowledge that will assure that the Board can continue to fulfill its responsibilities.

Stockholders also have the right to nominate director candidates directly, without any action or recommendation on the part of the committee or the Board, by following the procedures set forth in Section 2.6, “Advance Notice of Nominees,” in our bylaws. Among other things, a stockholder wishing to nominate a director candidate must give notice to us within the specified time period that includes the information about the stockholder and the proposed nominee required by the bylaws. Any stockholder wishing to nominate a candidate for election to the Board pursuant to the bylaw provision must strictly comply with the procedures specified in Section 2.6 of the bylaws.

During 2014,2016, the Board had an Executive Committee. Pursuant to its charter reviewed and adopted on an annual basis, the Executive Committee is authorized to act on behalf of the Board during periods between Board meetings. During 2014,2016, the Executive Committee held threeno meetings.

The Board's goal in designing director compensation is to provide a competitive package that will enable it to attract and retain highly skilled individuals with relevant experience and that reflects the time and talent required to serve on the Board. Compensation for our non-employee directors is reviewed by the Compensation and Benefits Committee with the assistance of Pay Governance. The table below reflects the total director compensation for 2014.2016.

In February 2015,March 2017, the Compensation and Benefits Committee recommended, and the Board approved, the below compensation structure for fiscal year 2015.2017. In 2016, the Board adopted a Board and committee membership retainer structure in lieu of paying director's meeting fees. We believe this approach reduces administrative burden and ensures appropriate deliberation without regard for additional cost. All non-employee directors receive the “Annual Cash Retainer”directors' cash compensation now consists of an annual cash retainer, in addition to anythe other applicable retainers described below that they may be entitled for service as the Board Chair, Chair of a committee, or for serving as a member of a committee.

In February 2014, the Board adopted stock ownership guidelines for non-employee directors under which theNon-employee directors are expected to own a threshold amount of Westmoreland equity. Each non-employee director is now required to hold Westmoreland common stock with an aggregate value of at least three times his or her annual cash retainer.Annual Cash Retainer. The directors have a five-year window to comply with these newguidelines. As of the end of 2016, each of Messrs. Packwood and Scharp, and Ms. Hamilton, have met the director stock ownership guidelines.

At December 31, 2014,2016, we had stock options and stock appreciation rights (“SARs”) outstanding from two stockholder-approved stock plans and oneonly our 2007 Equity Incentive Plan. We no longer have any outstanding awards under an equity plan that was not approved by stockholders. The 2000 Nonemployee Directors' Stock Incentive Plan is the only plan not approved by stockholders and provided for the grant of stock options to non-employee directors at the time they were first elected to the Board and at the time of each subsequent re-election to the Board. In October 2009, the Board terminated the 2000 Nonemployee Directors' Stock Incentive Plan and several other stock-holder approved plans. The termination of these plans does not impair the rights of any participant under any award granted pursuant to the plans. All new equity issuances, whether to directors or officers, are made out of our stockholder-approved 2007 plan. We intend to make future equityEquity Incentive Plan or our 2014 Equity Incentive Plan. No further issuances may be made out of the 2014 Equity Incentive2007 Plan which was approved by shareholders at our 2014 annual meeting.beginning August 2017.

This Compensation Discussion and Analysis provides stockholders with a detailed description of the material elements of our compensation program for our named executive officersNamed Executive Officers for 2014.2016. It discusses the policies and objectives that make up our compensation program, the compensation decisions made in 20142016 and the rationale behind those decisions. This discussion is supplemented by compensation tables and accompanying narratives that follow.

For 2014,2016, pursuant to SEC requirements, Westmoreland Coal Company's named executive officers (the "Named Executive Officers") were:

Our paycompensation programs support our key business objectives and are aligned with the success of our stockholders.  If our market capitalization declines, the value of our executives’ vested equity and the equity grants yet to be vested declinesvest will decline accordingly. As an executive’s level of responsibility within our organization increases, so does the percentage of total compensation that we link to performance through our annual incentive program (“AIP”)cash bonus AIP and our long-term incentive program (“LTIP”).equity LTIP. The chart below shows base salary, AIP and LTIP compensation, as a percentage of total compensation opportunity (using target awards for fiscal 2014)2016) for our Chief Executive OfficerCEO and other named executive officers.Named Executive Officers at the end of 2016. 

We believe our executive compensation programs, as more fully described in this Compensation Discussion and Analysis and accompanying tables contained in this Proxy Statement, are structured in the best manner possible to grow our business profitably, while also supporting our culture and traditions that have guided us for over 160 years.

In 2014The Board, upon recommendation by the Committee, made the following decisions and took the following actions with respect to our executive compensation program:

Throughout this Compensation Discussion and Analysis, all individuals who served as principal executive officer or principal financial officer during fiscal year 2014,2016, as well as the other individuals included in the “Summary Compensation Table” on page 31 of this Proxy Statement pursuant to SecuritiesItem 402 of Regulation S-K and Exchange Commission ("SEC")SEC requirements, are referred to as the named executive officers.Named Executive Officers. They were (i) Keith E. Alessi,Kevin A. Paprzycki, our Chief Executive Officer, (ii) KevinGary A. Paprzycki,Kohn, our Interim Chief Financial Officer and Treasurer, (iii) John A. Schadan, Executive Vice President and Chief Operating Officer, (iv) Joseph E. Micheletti, Executive Vice President - Operations, (v) Jennifer S. Grafton, Senior Vice President, Chief Administrative Officer, Chief Legal Officer and Corporate Secretary, and (vi) Mr. Robert P. King,Jason W. Veenstra, our former Chief ExecutiveFinancial Officer and Treasurer who served during the majority of fiscal year 2014.2016. Our executive compensation program consists of three

Our compensation philosophy aligns executive compensation with performance metrics that enhance stockholder value. Our compensation programs are guided by several key principles:

The Westmoreland benefits philosophy is to provide officers with protection and security through health and welfare, retirement, disability insurance and life insurance programs. During fiscal year 2014,2016, the management team received the same benefits that are generally available to other Westmoreland employees. Westmoreland additionally provides physical examinations to executives, which we believe is a prudent measure to help ensure the health of our executives. The executive physical is a benefit generally provided by our peer group companies and is available at a reasonable cost to Westmoreland.

Our disability benefit is capped at a certain dollar threshold. This precludes the management team from receiving the same 60% disability pay replacement as the general employee population. As such, Westmoreland provides additional long-term disability insurance to the management team to match the same benefit as non-executives.

To align the interests of our executive management team with that of our stockholders and promote our commitment to sound corporate governance, the management team is subject to stock ownership guidelines.requirements. The management team is expected to be in compliance with these guidelines within five years of becoming subject to the policy. As of the end of 2014, all named executive officers except for Mr. Schadan (who joined the Company in April 2014) have met the stock ownership guideline. The ownership requirement for our officers is calculated as a multiple of base salary as follows:

We believe that stock hedging by the executive management team works counter to the objectives of our executive compensation strategy and disturbs the relationship between our executive compensation packages and shareholderstockholder interests. In February 2013, the Board of Directors adopted a provision within our Insider Trading Policyinsider trading policy that prohibits hedging or monetization transactions including, but not limited to, prepaid variable forwards, equity swaps, collars and exchange funds. The hedging provision aims to bar executive management from taking any action that could be seen as misaligning their objectives from that of Westmoreland stock by any employeeall other Company stockholders. Additionally, our insider trading policy prohibits holding Company securities in a margin account or non-employee director.otherwise pledging Company securities.

At this time,In February 2016, the Committee has not adoptedrecommended, and the Board approved, the adoption of a clawback policy for incentive-based executive compensation ("Clawback Policy"). The Clawback Policy was adopted with the intent that it will meet the scope of the currently proposed Securities and Exchange Commission Rule 10D-1 and ultimately the associated NASDAQ listing exchange rules. Under the Clawback Policy, in the event that the Company is required to prepare an accounting restatement due to the Company's material noncompliance with a financial reporting requirement, the Company shall make reasonable efforts to recover from any current or former executive management team. Whileofficer the amount of certain incentive-based compensation in full supportexcess of such a policywhat would have been paid or granted to that executive officer under the circumstances reflected by the accounting restatement. The Clawback Policy applies to any incentive-based compensation paid to an executive officer within the three-year period preceding the date of the restatement. Due to the accounting restatement announced in concept,February 2017, the Committee reviewed the Clawback Policy to determine if any incentive-based compensation was previously earned by our executives in excess of what would have been paid or granted to that executive officer under the circumstances reflected by the accounting restatement. After thorough discussion, the Committee made the assessment that a recovery event was not required under the Clawback Policy. The Committee's reasoning included, but was not limited to, the fact that the accounting restatement had no effect on free cash flow, and had a positive effect on the Company's EBITDA over the affected periods, which we believe is waiting for more formal guidance from the SEC before adoption and implementation ofan important metric to our investors, it determined that a formal policy.recovery event was not necessary at that time.

The Committee considers comparative data of executives’ compensation within our peer group. This process studies trends and comparativegroup by comparing practices in executive compensation generally as well as the specific levels and mix of total compensation specifics for benchmarking purposes. In creating our peer group, we noted that therebenchmarking. There are few comparably-sized publicly-traded coal companies. In addition, a third of our executive team comes from segments other than mining. Thecompanies, therefore the companies in our peer group haveare included for having at least one of the following characteristics:

Our Committee reviews the composition and appropriateness of our compensation peer group annually. Following a review in early 2014,2016, the Committee adjusteddid not change our compensation peer group companies to ensure continued comparability to Westmoreland after the Canadian Acquisition.participants. The Committee is assisted in this decision by our compensation consultant, Pay Governance, whose role is more thoroughly discussed below. The fiscal year 20142016 compensation peer group iswas made up of the following companies:

The Committee has the authority to retain outside counsel, consultants and other advisers to assist it in evaluating compensation or in otherwise discharging its duties and responsibilities. The Committee engaged Pay Governance (the “Consultant”) for advice regarding the structuring of executive compensation for fiscal year 20142016 and recently reengaged the Consultant for fiscal year 2015.2017. The Consultant assists the Committee in determining appropriate peers for purposes of comparing market compensation and provides other related services. The Committee has authorized the Consultant to interact with management on its behalf.

Westmoreland’s named executive officerNamed Executive Officer compensation is broken down into several components. The named executive officersNamed Executive Officers are generally compensated at the same percentage of targeted bonus for meeting team financial and safety goals set by the Committee, however, individual performance may factor into the decision on certain individuals bonuses are tiedawards. In addition to feedback from the compensation consultant, the Committee meets with the CEO to review his assessment of each of the other Named Executive Officers as well as his self-assessment. The Committee gathers additional feedback on the performance of specific segmentsthe CEO from each of the Company. WhereBoard members. The Committee reviews the achievements of the Named Executive Officers and each of their compensation components. The following provides more information on executives' compensation decisions where individuals are compensated differently or the reasoning is different, we provide more information.different.

In February 2016, the Committee recommended, and the Board approved, Mr. Alessi returned to the role of Chief Executive Officer on March 21, 2014, and at the same time relinquished his title of Executive Chairman of the Board. The Committee determined Mr. Alessi’sPaprzycki's base salary of $500,000 with the assistance of the Consultant, utilizing peer group and market survey data.

The Committee proposed,recommended, and the Board of Directors approved, a discretionaryan individual performance payout at 175% and a total AIP cash bonus payout of $2,500,000$700,000 for Mr. Alessi, paid $1,000,000Paprzycki. The Committee noted that Mr. Paprzycki's leadership was crucial in cashclosing the Company's acquisition of San Juan Coal Company in the midst of extremely challenging capital markets. Mr. Paprzycki exceeded expectations in areas of cost reductions and instilling Westmoreland's core values within the remainder inCompany. Throughout 2016, Mr. Paprzycki was a customary face to our workforce and a common stock under Westmoreland's Amended and Restated 2007 Equity Incentive Plan. On March 21, 2014, Mr. Alessi returnedvisitor to the role of Chief Executive Officer of Westmoreland. Mr. Alessi was not only the driving force behind the Canadian Acquisition, but upon returning to the CEO role, he oversaw its successful integration with the domestic Westmoreland team. His efforts to close two acquisitions over the last year have seen Westmoreland's revenue move from $674.7 million in 2013 to $1.116 billion in 2014, a number that does not include the first four months of production in 2014 by the Canadian assets before Westmoreland owned them. Likewise, under Mr. Alessi's leadership, Westmoreland's adjusted EBITDA increased from $116.3 million to $175.5 million and operating cash flow increased from $20.0 million to $50.0 million over the past year. See page 43 for information about reconciliation of non-GAAP financial measures. The Company's financial results, which Mr. Alessi drove, were also reflected in our total shareholder return that we have calculated to be approximately 73% for fiscal year 2014.customers forging stronger relationships.

The Chief Executive Officer proposed, and the Committee approved, a discretionaryan individual performance payout at 200% and a total AIP cash bonus payout of $109,325$515,693 in Canadian dollars, or $94,315$384,088 in U.S. dollars using the above conversion rate, for Mr. Schadan. Mr. Schadan led Westmoreland's Canadian team seamlessly through what was a lengthy, but successful integrationdemonstrated exemplary performance in operational oversight of achievement of safety goals and cost reduction measures. He worked closely with the U.S. operations.teams that reviewed individual mine performance and implemented cost saving strategies. Mr. Schadan consistently exceeded expectations by delivering above budgeted results at the Canadian operations. He quickly adaptedwas integral in further streamlining operations and improving supply chain management. Mr. Schadan was also a core contributor to the Westmoreland culture, which was reflected in his ability to dramatically cut capital expenditures while maintaining a consistent production pace at his mines. Additionally, Mr. Schadan led his team in optimizing the sizeCompany's mergers and output at our export mine operation, which we call Coal Valley, during a time in which the thermal coal export market is strained.acquisitions team.

The following tables set forth information regarding the fiscal 2014year 2016 compensation for our ChiefNamed Executive Officer, Chief Financial Officer, our other three most highly compensated executive officers who were serving as executive officers at the end of fiscal 2014 (collectively, our “named executive officers”).Officers. Columns required by SEC rules are omitted where there is no amount to report. The table also sets forth information regarding the fiscal 20122014 and/or fiscal 20132015 compensation for those individuals who were also named executive officersNamed Executive Officers in fiscal 20122014 and/or fiscal 2013.2015.