CNX Resources Corp DEF 14A, filed Mar 21, 2024

CNX Resources Corp (CNX)

DEF 14A 2024-03-21 For: 2024-05-02

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Added on June 12, 2026

About this DEF 14A

CNX Resources Corp filed this DEF 14A on March 21, 2024.

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

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•	Methodical execution on high internal rate of return exploration & development projects;
•	Balance sheet strength to drive capital flexibility (centered on a conservative targeted leverage ratio);
•	Opportunistic share count reduction where we see a significant margin of safety and discount to intrinsic value;
•	Strategic control of our midstream assets, which provides operating cost advantages and increases cumulative FCF across our long-term plan; and
•	Risk mitigation via a robust hedge book and tiered service contracts.

•	Lower Our Costs. An emphasis on the power of autonomy for business units. We plan to continually reduce costs in our business units, where we seek to maintain a low-cost position relative to our peers.
•	Programmatic Hedging. We will continue to follow a robust and programmatic hedging strategy. To optimize predictability, we plan to lock in returns by employing a “total” hedge strategy that hedges both NYMEX and basis, differentiating CNX from its peers.
•	Incentives. Compensation programs that align management’s interests with those of our shareholders through annual FCF per share targets. Our long-term incentive compensation programs focus on share price outperformance, tangible ESG metrics, and are designed to directly align management’s interests with those of our shareholders. The goal of both is to place management in the same shoes as our owners.
•	Growing New Technologies. We seek to leverage our unique asset base and core competencies in the development and commercialization of the low carbon attributes of our gas to drive intrinsic per share growth. CNX is focused on tangible actions and on developing and deploying a new wave of technologies that are positively impacting the environment and creating shareholder value.



	Will Thorndike	Nick DeIuliis
	Chairman of the Board of Directors	President and Chief Executive Officer
	CNX Resources Corporation	CNX Resources Corporation

Forward–Looking Statements	4

Proxy Statement	6

Board of Directors Information	14
Board of Directors and its Committees	14
Director Compensation Table – 2023	22
Understanding Our Director Compensation Table	22
Determination of Director Independence	25
Related Person Policy and Procedures	26

Beneficial Ownership of Securities	27
Delinquent Section 16(a) Reports	29

Proposal No. 1: Election of Seven Director Nominees	30
Biographies of Nominees	30

Accountants and Audit Committee	34
Audit Committee Report	34
Independent Registered Public Accounting Firm	34

Proposal No. 2: Ratification of the Anticipated Appointment of Ernst & Young LLP as CNX’s Independent Auditor for the Fiscal Year Ending December 31, 2023	36

Executive Compensation Information	37
Compensation Discussion and Analysis	37
Compensation Committee Report	51
Compensation Policies and Practices as They Relate to CNX’s Risk Management	51
Summary Compensation Table — 2023, 2022, and 2021	52
Grants of Plan-Based Awards — 2023	54
Outstanding Equity Awards at Fiscal Year-End — 2023	56
Option Exercises and Stock Vested Table — 2023	59
Pension Benefits Table — 2023	59
Understanding Our Pension Benefits Table	60
Potential Payments Upon Termination or Change in Control Tables	61
Understanding Our Change in Control and Employment Termination Tables and Information	65
2023 Pay Ratio Information	71

Pay Versus Performance	72
Pay Versus Performance Table — 2023, 2022, 2021 and 2020	72
Pay Versus Performance Relationship Descriptions	75
List of Performance Measurements for Compensation Actually Paid	78

Proposal No. 3: Advisory Approval of CNX’s 2023 Named Executive Officer Compensation	79

Securities Authorized for Issuance under the CNX Equity and Incentive Compensation Plan	80

Information about the Annual Meeting	81
Virtual Format	81
Voting and Proposals	82
Record Date and Vote Required for Approval	83
Revocation of Proxy	84
Proxy Solicitation	84

Additional Matters	85
Shareholder Proposals for Inclusion in Next Year’s Proxy Statement or Presentation at Next Year’s Annual Meeting	85
Additional Requirements for Shareholder Nominations of Directors	85
Householding of Proxy Materials	86
Other	86

Appendix A Reconciliation of Non-GAAP Measures*	87
Free Cash Flow	87
Net Debt	87
Adjusted FCF per Share for STIC and Pay Versus Performance	88

•	Prices for natural gas and natural gas liquids (“NGLs”) are volatile and can fluctuate widely based upon a number of factors beyond our control, including supply and demand for our products;
•	If natural gas prices decrease or operational efforts are unsuccessful, CNX Resources Corporation (CNX) may be required to record write-downs of the quantity and value of our proved natural gas properties;
•	Competition and consolidation within the natural gas industry may adversely affect our ability to sell our products and midstream services or other parts of the business;
•	Deterioration in the economic conditions in any of the industries in which our customers or their customers operate, a domestic or worldwide financial downturn, or negative credit market conditions may have a material adverse effect on our liquidity, results of operations, business and financial condition that CNX cannot predict;
•	Our hedging activities may prevent us from benefiting from price increases and may expose us to other risks;
•	Negative public perception regarding our company or industry could have an adverse effect on our operations, financial results or stock price;
•	Events beyond our control, including a global or domestic health crisis or global instability and actual and threatened geopolitical conflict, may result in unexpected adverse operating and financial results;
•	Increasing attention to environmental, social and governance matters may adversely impact our business;
•	Our dependence on third party pipeline and processing systems could adversely affect our operations and limit sales of our natural gas and NGLs as a result of disruptions, capacity constraints, proximity issues or decreases in availability of pipelines or other midstream facilities;
•	Uncertainties exist in the estimation of economical recovery of natural gas reserves;
•	Developing, producing and operating natural gas wells is subject to operating risks and hazards that could increase expenses, decrease our production levels and expose us to losses or liabilities that may not be fully covered under our insurance policies;
•	Our identified development locations are scheduled over multiple future years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their actual development;
•	Our exploration and development projects and midstream development require substantial capital expenditures and are subject to regulatory, environmental, political, legal and economic risks and if CNX fails to generate sufficient cash flow, obtain required capital or financing on satisfactory terms or respond to regulatory and political developments, our natural gas reserves may decline, and our operations and financial results may suffer;
•	CNX may not be able to obtain required personnel, services, equipment, parts and raw materials in a timely manner, in sufficient quantities or at reasonable costs to support our operations;
•	If CNX cannot find adequate sources of water for our use or if CNX is unable to dispose of or recycle water produced from our operations at a reasonable cost and within applicable environmental rules, our ability to produce natural gas economically and in sufficient quantities could be impaired;
•	Failure to successfully replace our current natural gas reserves through economic development of our existing or acquired undeveloped assets or through acquisition of additional producing assets, would lead to a decline in our natural gas, NGL and oil production levels and reserves;
•	CNX may incur losses as a result of title defects in the properties in which CNX invests or the loss of certain leasehold or other rights related to our midstream activities;
•	Climate change risk, legislation, litigation and regulation of greenhouse gas emissions at the federal or state level may increase our operating costs and reduce the value of our natural gas assets;

•	Environmental regulations can increase costs and introduce uncertainty that could adversely impact the market for natural gas with potential short and long-term liabilities;
•	Existing and future governmental laws, regulations, other legal requirements and judicial decisions that govern our business may increase our costs of doing business and may restrict our operations;
•	CNX may incur significant costs and liabilities as a result of pipeline operations and/or increases in the regulation of natural gas pipelines and midstream facilities;
•	Changes in federal or state tax laws focused on natural gas exploration and development could cause our financial position and profitability to deteriorate;
•	Our future tax liability may be greater than expected if our net operating loss carryforwards are limited, CNX does not generate expected deductions, or tax authorities challenge certain of our tax positions;
•	We may be unable to qualify for existing federal and state level environmental attribute credits and new markets for environmental attributes are currently volatile, and otherwise may not develop as quickly or efficiently as we anticipate or at all;
•	CNX and its subsidiaries are subject to various legal proceedings and investigations, which may have an adverse effect on our business;
•	Our current long-term debt obligations, the terms of the agreements that govern that debt, and the risks associated therewith, could adversely affect our business, financial condition, liquidity and results of operations;
•	Our borrowing base under our revolving credit facility could decrease for a variety of reasons including lower natural gas prices, declines in natural gas reserves, asset sales and lending requirements or regulations;
•	The capped call transactions may affect the value of our convertible notes and our common stock, and subject CNX to counterparty performance risk;
•	Conversion of the convertible notes may dilute the ownership interest of existing shareholders or may otherwise depress the price of our common stock;
•	CNX may be unable to raise the funds necessary to repurchase the convertible notes for cash following a fundamental change, or to pay any cash amounts due upon conversion, and our other indebtedness may impact our ability to repurchase the convertible notes or pay cash upon their conversion;
•	The conditional conversion feature of the convertible notes, if triggered, may adversely affect our financial condition and operating results;
•	Provisions of our debt agreements, including the convertible notes, could delay or prevent an otherwise beneficial takeover of us;
•	Strategic determinations, including the allocation of capital and other resources to strategic opportunities, are subject to risk and uncertainties, and our failure to appropriately allocate capital and resources among our strategic opportunities may adversely affect our financial condition;
•	CNX does not completely control the timing of any divestitures that CNX may engage in, and they may not provide anticipated benefits;
•	There is no guarantee that CNX will continue to repurchase shares of our common stock under our current or any future share repurchase program at levels undertaken previously or at all;
•	CNX may operate a portion of our business with one or more joint venture partners or in circumstances where CNX is not the operator, which may restrict our operational and corporate flexibility;
•	In connection with the separation of our coal business, CONSOL Energy has agreed to indemnify us for certain liabilities, and we have agreed to indemnify CONSOL Energy for certain liabilities;
•	Cyber-incidents targeting our systems, oil and natural gas industry systems and infrastructure, or the systems of our third-party service providers could materially adversely affect our business, financial condition or results of operations;
•	Terrorist activities could materially adversely affect our business and results of operations; and
•	Certain other factors addressed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 under “Risk Factors”.


TIME AND DATE	PLACE	RECORD DATE	VOTING
10:00 a.m., Eastern Time Thursday, May 2, 2024	Online at www.virtualshareholdermeeting. com/CNX2024	March 5, 2024	Shareholders of CNX as of the record date are entitled to vote. Each share of CNX common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the Annual Meeting.

Item	Proposal	Board Recommendation
1	Election of Seven Director Nominees	FOR each Director
2	Ratification of the Anticipated Appointment of Ernst & Young LLP (“EY”) as CNX’s Independent Auditor for the Fiscal Year Ending December 31, 2024	FOR
3	Advisory Approval of CNX’s 2023 Named Executive Officer Compensation	FOR

	Committee Chair	ESCR Environmental, Safety and Corporate Responsibility Committee (“ESCR”)
AC	Audit Committee	NCG Nominating and Corporate Governance Committee (“NCG”)
CC	Compensation Committee

•	*Responsibility:* Be a safe and compliant operator; be a trusted community partner and respected corporate citizen; act with pride and integrity.
•	*Ownership:* Be accountable for our actions and learn from our outcomes, both positive and negative; be calculated risk-takers and seek creative ways to solve problems; be prudent capital allocators.
•	*Excellence:* Be a lean, efficient, nimble organization; be a disciplined, reliable, performance-driven company; be an inclusive team treating each other with fairness and respect.

•	Sixteen Consecutive Quarters of Positive FCF. CNX generated $815 million of net cash provided by operating activities and $305 million in FCF for 2023, resulting in sixteen consecutive quarters of positive FCF.⁽¹⁾ Since publishing our 7-year plan in early 2020 and forecasting FCF generation of over $3.0 billion through the end of 2026,⁽²⁾ CNX has generated $3.8 billion in net cash provided by operating activities and $1.9 billion of FCF,⁽¹⁾ more than halfway to delivering on that plan.
•	Return of Value to Shareholders. In 2023, CNX repurchased 17.7 million shares for $320 million at an average price of $18.10 per share. Since the completion of the CNX Midstream Partners LP (“CNXM”) take-in transaction in 2020, CNX has retired 33 percent of its outstanding shares at prices we believe represent a substantial discount to our intrinsic per share value.
•	Balance Sheet Maintenance. CNX also focuses on maintaining a healthy balance sheet. Since the third quarter of 2020 CNX has reduced outstanding total debt by approximately $386 million and outstanding adjusted net debt by approximately $331 million⁽¹⁾ and continues to evaluate the timing of further debt reduction as part of our capital allocation process. With the reductions in net debt, CNX has an extended maturity runway which provides considerable flexibility to take advantage of any capital market disconnects or opportunities that may arise.
•	Efficiently Developing Our Core Assets. In 2023, CNX’s capital program resulted in the conversion of 819 Bcfe, representing a 1.46x proved developed replacement ratio, and bringing the total proved developed reserves at year-end 2023 to 6.03 Tcfe after adjusting for asset sales, price, production and revisions. Finding and development costs for this activity, when including midstream and water infrastructure investments, were $0.50 per Mcfe. The ability to efficiently develop and replace our producing reserves year after year, even in low commodity price environments, is core to the creation of long-term per share value.
•	CNX New Technologies. In 2023, CNX’s New Technologies group generated $34 million in FCF through the monetization of environmental attributes associated with our waste methane abatement operations in Virginia and Pennsylvania. The New Technologies team is innovating and implementing technological advancements that dovetail with derivative products to take full advantage of the energy catalyst situated in our backyard of Appalachia: natural gas. These efforts have the potential to fuel new industrial and manufacturing businesses while at the same time helping to reduce emissions. Examples of the CNX New Technologies team’s successes in 2023 include:

	-	Working to establish pathways for the recognition of waste gas from a coal mine being captured by CNX’s CMM wells, creating incentives for the capture of methane that would otherwise be vented to the atmosphere.
	-	Developing a portfolio of intellectual property and technical solutions within the exploration and production value chain that continue to advance operational efficiency, reduce emissions, and drive safety improvements.
	-	Entering into a one-of-a-kind public-private collaboration with Pittsburgh International Airport to expand alternative fuel markets. CNX was also selected as a project developer within the ARCH2 hydrogen hub, one of seven hydrogen hubs selected by the U.S. Department of Energy to advance the clean hydrogen economy.
	-	Focusing on collaboration with like-minded companies, organizations, and agencies to advance Carbon Capture Utilization and Sequestration (“CCUS”) and geothermal energy development to expand natural gas use and low-cost energy alternatives in Appalachia.

	-	Electrifying our drilling operation. CNX is in the final stages of electrifying our drilling operation. Natural gas generators fueled by our field gas, coupled with an electric air package will reduce diesel fuel use when drilling, reducing emissions and noise. This package can be applied to both top hole and horizontal rigs and allows ancillary equipment to be added to the power distribution.
	-	Expanded real-time operations center capabilities. Our production, midstream, water, and most recently, air quality systems, are monitored by trained personnel with a direct line to field operations for rapid deployment to the precise asset and area at risk.
	-	Fully implemented H2Ops. H2Ops is proprietary source code to CNX and transforms the way we capture and use water hauling data, helping to decrease emissions by highlighting truck waiting times, allowing for better fleet management and reducing hauls and truck idle times within operations.

•	Reducing Methane Emissions. In 2023, CNX lowered its methane intensity and also reduced methane as CO₂e emissions by approximately 44,000 tons. This builds on the previous 94% reduction in Scope 1 and 2 CO₂e emissions achieved since 2011. CNX’s average annual GHG abatement through methane capture far exceeds our combined Scope 1 and 2 CO₂e emissions, and we continue to invest in improvements designed to further reduce emissions. In 2023, we allocated $7 million of capital investment to methane reduction efforts, which included changes to our pneumatic devices and our liquids unloading procedures. We have allocated an additional $5 million of 2024 capital to similar methane reduction efforts, which we expect to result in an annualized methane reduction of 89,000 tons CO₂e by the end of 2024. These planned future efforts coupled with CNX’s methane intensity reduction of 52% in our production and 31% in our gathering and boosting segment between 2020 and year-end 2023 will help us reach our future goal of methane intensity levels below 0.020% by 2024 for both segments, which would represent a reduction since 2020 of approximately 71% and 43% respectively.
•	Appalachian Methane Initiative. CNX joined the Appalachian Methane Initiative (“AMI”) in 2023, which is a proactive, first-of-its kind consortium of leading U.S. natural gas companies designed to further enhance methane emissions monitoring and, ultimately, facilitate methane emissions reductions in the Appalachian Basin. AMI uses data collected from aerial monitoring surveys alongside advanced methane monitoring and reporting frameworks. CNX’s participation in AMI will supplement the multiple other early methane emissions detection devices that we utilize, such as drone technology, OGI camera surveys, and passive continuous monitoring detection systems.
•	Executive Pay Tied to Methane Emissions Reductions. In 2023, CNX continued the practice of tying 10% of long-term executive compensation to methane emissions reduction targets based on One Future Coalition standards. This objective performance metric further demonstrates our commitment to tangible methane emissions reduction. For the third straight year, CNX outperformed the established targets.

	-	$1,000,000 committed to Penn Highlands Mon Valley for an inpatient substance recovery unit;
	-	$150,000 to support UPMC M.O.V.E.S., a collaboration to identify career opportunities for Mentorship Academy students in the healthcare sector;
	-	$155,000 to Food Helpers, providing programs that distribute supplemental food, nutritional information and education to food insecure residents in Washington County;
	-	$50,000 for a 3-year sponsorship of the Pony League World Series;
	-	$101,000 donated to first responders throughout Appalachia;
	-	$42,000 raised to pay school lunch debts for students at seven school districts across Appalachia;
	-	$50,000 to Stop the Violence Pittsburgh;
	-	$40,000 to Outreached Arms, providing meals to the housing insecure in Pittsburgh;
	-	$50,000 to Computer Reach, a job re-entry and digital literacy program;
	-	$24,000 to Tree Pittsburgh, supporting the distribution of 400 trees across the Mon Valley, offsetting canopy loss; and
	-	$30,000 to Heroes Support Heroes for their Operation Santa event for all active duty and veteran families.

	-	Over 300 employees supporting organizations across Appalachia through volunteerism;
	-	Packing of over 115 boxes containing Thanksgiving meals for military families;
	-	Food drives resulting in almost 2,400 food items donated to food banks across Appalachia;
	-	Sponsorship of over 100 children during the Christmas season and donation of almost 750 toys through various community organizations;
	-	Packing 56 bags to support foster children transitioning into new homes through the Foster Love Project; and
	-	Packing 10,000 bags of healthy snacks to support Food Helpers Little Moochi program.

	-	Extending elements of the successful Mentorship Academy concept in collaboration with Community College of Allegheny County to remove barriers and create career pathways for local trade members, veterans, survivors of domestic violence and opioid addiction, and the formerly incarcerated by providing the knowledge and skills needed to access and thrive in the region’s evolving energy economy;
	-	Supporting community investments specifically targeted at our Westmoreland County, Pennsylvania operational footprint through engagement with communities; and
	-	Growing our relationship with Outreached Arms, Washington County’s LeMoyne Center, and other existing community-based partnerships that are making a Tangible, Impactful, Local impact.

	-	412 Thrive (non-profit organization);
	-	Autism Caring Center (non-profit organization);
	-	Big Brothers Big Sisters of Greater Pittsburgh (non-profit organization);
	-	Chandler Coaching & Consulting, LLC (minority-owned business);
	-	Community College of Allegheny County (educational institution);
	-	Compassionate Care Unlimited, Inc. (women and service-disabled-veteran owned);
	-	Domestic Violence Services of Southwestern PA (non-profit organization);
	-	Down Syndrome Association of Pittsburgh (non-profit organization);
	-	Dress for Success Pittsburgh (non-profit organization);
	-	Face2Face Healing (non-profit organization);
	-	Food Helpers (non-profit organization);
	-	Jeff Hancher Enterprises (veteran-owned business);
	-	Joco Holdings, LLC (minority-owned business);
	-	The Language and Behavior Center (non-profit organization);
	-	Leadership Washington County (non-profit organization);
	-	M&A Resources (minority-owned business);
	-	Maria Allshouse, LLC (women-owned business);
	-	Nonprofit SideKick (women-owned business);
	-	Oakbridge Advisors Group (women-owned business);
	-	Perked Up Café (women-owned business);
	-	Technical Analysis & Services International, Inc. (TASI) (minority-owned business);
	-	Transitional Paths to Independent Living (non-profit organization);
	-	True Fit Marketing (women-owned business);
	-	Washington County Chamber of Commerce (non-profit organization);
	-	Waynesburg University (educational institution); and
	-	Women’s Energy Network, Greater Pittsburgh (non-profit organization).

	-	CNX’s Regulatory Reporting Group (“RRG”) facilitates accurate, complete, and timely reporting regarding CNX’s regulatory requirements across its various operations: both upstream and midstream. The RRG enhances information sharing that provides all CNX employees with centralized access to up-to-date, critical regulatory data.
	-	CNX’s Emission Reduction Task Force (“ERTF”), consisting of members from various operational, environmental, engineering, and data management teams, focuses on reducing CNX’s methane emissions. The ERTF meets regularly to prioritize opportunities with the greatest potential to impact and reduce CNX’s overall emissions footprint.

	-	We continued the practice of designating 40% of our LTIC program as PSUs that will vest, if earned, based on Total Shareholder Return and Absolute Stock Price performance metrics.
	-	We again designed our LTIC program to include 10% ESG PSUs that will vest, if earned, if CNX meets methane emission intensity reduction targets. If we fail to meet those targets, our executives will forfeit 10% of their LTIC award for that year. This objective measure demonstrates our commitment to linking compensation to performance and reinforces our specific focus on ESG performance.
	-	In August 2023, our Compensation Committee approved the grant of Special PSUs to certain executives. This Special PSU award, with a seven-year performance period, was structured to drive the realization of per-share value through an incentive structure focused solely on long-term share price performance.

•	CEO Investment Embodies Tangible, Impactful and Local. In 2023, our Board and CEO agreed to reduce the CEO’s LTIC grant by $1.5 million and redirected those funds to the CNX Foundation, including contributions to expand programming for CNX Mentorship Academy students and create career opportunities for such students through the UPMC Orthopedics and Hillman Cancer Center.
•	Strong Shareholder Support. Approximately 96% of the shares voted at our 2023 Annual Meeting of Shareholders approved of our 2022 executive compensation program. We appreciate this support and consider this vote a strong endorsement of our executive compensation program.
•	CEO Pay Bucking Trends. In times when CEO pay is increasing, CNX’s CEO pay is trending in the opposite direction. In addition to the Board approving a reduction in the aggregate amount of $4.0 million of the CEO’s LTIC compensation over the last three years, at the encouragement of our CEO, the Board has not increased his regular annual base salary since 2015. This, coupled with a steady increase in CNX’s median employee compensation (as noted below), led to our CEO Pay Ratio decreasing for the fourth consecutive year going from 72:1 in 2020 to 37:1 in 2023. This trend is directly attributable to our Board and CEO’s commitment to reinvesting in our business, our employees and our local communities.
•	Median Employee Compensation on the Rise. For the fourth straight year, CNX’s median employee compensation rose. Compared to our 2020 proxy disclosure, our 2023 median employee compensation increased $23,418 to $175,782, or approximately 15%. CNX prides itself on providing compensation packages designed to attract and retain talent and motivate its employees.

•	Providing leadership to the Board;
•	Approving the schedule and agenda for the applicable Board meeting(s) as well as information to be sent to the Board, determining whether there are major risks which the Board should focus on at the meeting(s), and facilitating communication among the directors;
•	Authority to direct the CEO (if a different person from the chairperson) or Corporate Secretary to call a special meeting of the Board or of the independent members of the Board;
•	Providing advice and guidance to the CEO, as requested by the CEO;
•	Providing strategy insight and guidance to the Corporation; and
•	Authority to consult directly with major shareholders, including assisting with investor relations activities of the Corporation, when requested and appropriate to do so.

CNX Resources Corp DEF 14A, filed Mar 21, 2024

About this DEF 14A

ANNUAL MEETING OF SHAREHOLDERS – MAY 2, 2024

To: Shareholders of CNX Resources Corporation

Capital Allocation

New Technologies Group

Radical Transparency

CNX’s Mission Statement

Guiding Principles (Year-After-Year)

Conclusion

Forward–Looking Statements

Proxy Statement

Internet Availability of Proxy Materials

Summary

Proposals and Board Recommendations

Director Nominees

Who We Are and What We Stand For

Business/Strategic Highlights

Environmental, Social, and Governance (“ESG”) Highlights

Environmental Stewardship

Social Responsibility

Corporate Governance

Compensation Highlights

Board of Directors Information

Board of Directors and its Committees

How We Think About Board Composition: Cohesive and Right-Sized

Periodic Board Evolution

Board Leadership Structure

Board Diversity Philosophy

Board Diversity Matrix

Board Diversity Matrix (As of March 5, 2024)

Board Skills Matrix

Communication with the Board of Directors

Director Resignation Policy

Corporate Governance Web Page and Available Documents

Risk Management

Committees of the Board of Directors

Audit Committee

Compensation Committee

NCG Committee

ESCR Committee

Membership and Meetings of the Board of Directors and its Committees

Board of Directors and Annual Meeting Attendance

Director Compensation Table – 2023

Understanding Our Director Compensation Table

CNX Non–Employee Director Annual Fees and Awards

CNX Non–Employee Director RSUs

CNX Non–Employee Director Stock Options

CNX Non–Employee Director Deferred Stock Units

CNX Non–Employee Directors Deferred Fee Plan

CNX Stock Ownership Guidelines for Directors

Determination of Director Independence

Related Person Policy and Procedures

Beneficial Ownership of Securities

Delinquent Section 16(a) Reports

Proposal No. 1: Election of Seven Director Nominees

Biographies of Nominees

Accountants and Audit Committee

Audit Committee Report

Independent Registered Public Accounting Firm

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

Proposal No. 2: Ratification of the Anticipated Appointment of Ernst & Young LLP as CNX’s Independent Auditor for the Fiscal Year Ending December 31, 2024

Executive Compensation Information

Compensation Discussion and Analysis

Introduction

Summary

EXECUTIVE COMPENSATION BEST PRACTICES

Pay for Performance

Compensation Setting Process

Compensation Philosophy and Objectives

Results of 2023 Shareholder Vote on Named Executive Compensation

Process for Evaluating Compensation

Compensation Decisions for 2023

Elements of Executive Compensation Program

2023 Base Salary

2023 STIC

LTIC

A. 2023 PSU Grants

B. 2023 ESG PSU Grants

C. 2023 RSU Grants

Proposal No. 1:
Election of Seven Director Nominees

Proposal No. 2:
Ratification of the Anticipated Appointment of Ernst & Young LLP as CNX’s Independent Auditor for the Fiscal Year Ending December 31, 2024

No Hedging/Pledging Policy⁽¹⁾

Proposal No. 3:
Advisory Approval of CNX’s 2023 Named Executive Officer Compensation

•	To act as a liaison between the chairperson and the independent directors;
•	To preside at all meetings of the Board at which the chairperson is not present, including executive sessions of the independent directors;
•	To review and approve with the chairperson the schedule of meetings, meeting agendas and type of information to be provided for each of the applicable Board meetings and review with the chairperson whether there are risks which the Board should focus upon at such meetings;
•	Authority to direct the CEO or Corporate Secretary to call a special meeting of the independent directors;
•	Authority to consult directly with major shareholders, when requested and appropriate to do so; and
•	To perform such other duties as may from time to time be delegated to the lead independent director by the Board.

Total Number of Directors (7)
	Female	Male	Non-Binary	Did Not Disclose Gender
*Part I: Gender Identity*
Directors	1	6	—	—

*Part II: Demographic Background*
African American or Black	—	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	5	—	—
Two or More Races or Ethnicities	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	—

	Senior Officer/ Leadership	Finance/ Accounting	Industry/ Technical	Business Strategy	Legal	Risk Management
Robert O. Agbede	•		•	•		•
J. Palmer Clarkson	•	•	•	•		•
Nicholas J. DeIuliis	•	•	•	•	•	•
Maureen E. Lally-Green	•				•	•
Bernard Lanigan, Jr.	•	•		•		•
Ian McGuire	•	•		•		•
William N. Thorndike, Jr.	•	•		•		•

•	Amended and Restated Bylaws;
•	Corporate Governance Guidelines;
•	Code of Director Business Conduct and Ethics;
•	Code of Employee Business Conduct and Ethics, which covers all employees of CNX, including executives;
•	Charters of the Audit, NCG, Compensation, and ESCR Committees;
•	Compliance Reporting Policy;
•	Health, Safety and Environmental Policy;
•	Human Rights Statement;
•	Internal Auditing Charter;
•	Related Party Policy and Procedures; and
•	Supplier Code of Conduct.

	THE BOARD

• Oversees our risk management policies and practices, assesses major risks facing CNX, and reviews options for risk mitigation.
• Monitors risks that have been delegated to a particular committee through reports provided by the respective committee chairpersons at each regularly-scheduled Board meeting.
• Meets regularly with management to evaluate risks and develop corresponding mitigation strategies to facilitate a culture of compliance at CNX.

	MANAGEMENT

• Identifies, communicates and discusses the risks affecting CNX, its subsidiaries, and our business through regular presentations to the Board and appropriate committees (as determined by the subject of the particular risk), including reviewing financial and ESG-related matters.
• In 2023, in connection with each meeting of the Board, the CEO performed a risk analysis of the material risks that could affect CNX and communicated those results to the Board.
• CNX’s Chief Risk Officer is responsible for the management and governance necessary to identify, evaluate, mitigate, and manage CNX’s strategic, operational, compliance, and reputational risks.

(i)	determine what types of backgrounds, skills, and attributes are needed to help strengthen and balance the Board, taking into account the competencies described above, as well as diversity of background and experience;
(ii)	at appropriate times, actively seek individuals qualified to become new members of the Board, including through the review of candidates submitted by our independent directors, executive officers and shareholders, or by third-party search firms that have not been retained or solicited by CNX for these services;
(iii)	evaluate potential nominees by considering the competencies described above and our Board skills matrix, and conducting interviews (the evaluation process is the same for all candidates, including candidates recommended by shareholders); and
(iv)	recommend to the Board the slate of director nominees to be elected by the shareholders at CNX’s next annual meeting of shareholders.

	Board of Directors	Audit Committee	Compensation Committee	NCG Committee	ESCR Committee
Robert O. Agbede	Member	Member	Member	Member	Member
J. Palmer Clarkson	Member	—	Member	Member	Chair
Nicholas J. DeIuliis	Member	—	—	—	Member
Maureen E. Lally-Green	Member	—	Member	Chair	Member
Bernard Lanigan, Jr.	Member	Chair	—	Member	Member
Ian McGuire	Member	Member	Chair	—	Member
William N. Thorndike, Jr.	Chairman	Member	Member	—	Member
No. of 2023 Meetings	7	8	4	4	4

Name⁽¹⁾	Fees Earned or Paid in Cash⁽²⁾		Stock Awards⁽³⁾		Option Awards⁽⁴⁾		All Other Compensation		Total
Robert O. Agbede	$	106,667	$	180,000	$	—	$	—	$	286,667
J. Palmer Clarkson	$	120,000	$	180,000	$	—	$	—	$	300,000
Maureen E. Lally-Green	$	115,000	$	180,000	$	—	$	—	$	295,000
Bernard Lanigan, Jr.	$	125,000	$	180,000	$	—	$	—	$	305,000
Ian McGuire	$	120,000	$	180,000	$	—	$	—	$	300,000
William N. Thorndike, Jr.	$	115,000	$	400,000	$	—	$	—	$	515,000

(1)	Mr. DeIuliis is a member of the Board and President and CEO of CNX. His compensation for the 2023 fiscal year is reported in the Summary Compensation Table — 2023, 2022, and 2021 (“SCT”) and other sections of this Proxy Statement. In 2023, Mr. DeIuliis did not receive any additional compensation for his service on our Board.
(2)	The non-employee directors may elect to receive deferred stock units (“DSUs”) and options granted under the Equity and Incentive Compensation Plan in lieu of their cash fees. The cash amounts payable for the 2023 fiscal year and received in the form of DSUs and options in lieu of such cash payments included in this column are as follows (rounded to the nearest whole share): (i) Mr. Agbede: no DSUs or options; (ii) Mr. Clarkson: 1,950 DSUs (no options); (iii) Ms. Lally-Green: 6,643 DSUs (no options); (iv) Mr. Lanigan: no DSUs or options; (v) Mr. McGuire: 7,419 DSUs (no options); and (vi) Mr. Thorndike: 14,476 options (no DSUs). None of the non-employee directors elected to defer into the Directors’ Deferred Fee Plan any portion of their cash fees for the 2023-2024 Board year.
(3)	The values set forth in this column are based on the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”), excluding the effect of estimated forfeitures. The grant date fair value of the RSU awards is computed based upon the closing price per share of CNX’s stock on the date of grant.
	A discussion of the relevant assumptions made in the valuation of these awards is provided in Note 15 — Stock-Based Compensation in the Notes to the Audited Consolidated Financial Statements in Part II, Item 8 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). The values reflect the awards’ fair market values at the date of grant, and do not correspond to the actual values that will be recognized by the directors.
	As of December 31, 2023, the following directors held RSUs and DSUs relating to CNX common stock in the amounts noted: (i) Mr. Agbede had 12,304 unvested RSUs and 4,389 deferred RSUs; (ii) Mr. Clarkson had 64,471 deferred RSUs and 50,849 DSUs; (iii) Ms. Lally-Green had 56,422 deferred RSUs and 12,067 DSUs; (iv) Mr. Lanigan had 104,123 deferred RSUs; (v) Mr. McGuire had 52,249 deferred RSUs and 47,396 DSUs; and (vi) Mr. Thorndike had 232,360 deferred RSUs and 2,100 DSUs. If an RSU was deferred, whether vested or unvested, it is described herein as a deferred RSU.
(4)	As of December 31, 2023, the number of exercisable shares underlying option awards held by our non-employee directors was: (i) 22,129 for Mr. Clarkson; (ii) 35,980 for Ms. Lally-Green; (iii) 69,910 for Mr. Lanigan; and (iv) 134,511 for Mr. Thorndike.