CNX RESOURCES CORP filed this DEF 14A on 3/21/2024
CNX RESOURCES CORP - DEF 14A - 20240321 - PROPOSAL_1

Proposal No. 1:
Election of Seven Director Nominees

 

The Board, upon the recommendation of the NCG Committee, has nominated the seven directors identified below for election at the Annual Meeting. Each director who is elected will hold office until the next annual meeting and until the director’s successor is elected and qualified. All nominees are current members of the Board having been elected to by shareholders at our 2023 Annual Meeting of Shareholders. Each nominee has agreed to be named in this Proxy Statement and has agreed to serve, if elected. If any nominee should for any reason become unable to serve, all shares represented by valid proxies will be voted for the election of such other person as the Board may designate as recommended by the NCG Committee. Alternatively, the Board may reduce the number of directors to eliminate the vacancy.

 

Pursuant to CNX’s Retirement Age Policy under our Corporate Governance Guidelines, no director having attained the age of 75 years shall be nominated for re-election or re-appointment to the Board, unless (i) the members of the NCG Committee unanimously waive such requirement due to special circumstances, and (ii) the NCG Committee’s action is ratified and approved by a majority of the disinterested directors on the Board. In accordance with this policy, the NCG Committee unanimously determined, and a majority of the disinterested directors on the Board ratified and approved, that special circumstances exist to waive this requirement for Mr. Bernard Lanigan, Jr., including, but not limited to, Mr. Lanigan’s deep institutional knowledge and comprehensive understanding of CNX’s financial strategies as well as his leadership of the Audit Committee, all of which has helped to shape the Corporation’s long-term strategies as we continue to execute on our seven-year plan.

 

Biographies of Nominees

 

The following biographies include information concerning the nominees for director, including their recent employment, positions with CNX, other directorships, Board committee memberships and ages as of March 5, 2024.

 

ROBERT O. AGBEDE

 

Age: 68

 

Director
since: 2022

 

Occupation: Chairman and CEO of Chester Group Inc. and Chairman and CEO of Chester LNG, LLC

 

     

CNX Committees:

Audit Committee

Compensation Committee

Environmental, Safety and Corporate Responsibility Committee

Nominating and Corporate Governance Committee

 

 

 

Background:

Robert O. Agbede joined the CNX Board in January 2022. He has served as Chairman and CEO of Chester Group Inc., a holding company for technology, engineering, and energy related investments, and its predecessor since 2003, and also as the former CEO and owner of Chester Engineers from 2003 to 2017, which was, prior to its merger with Hatch Associates in 2017, the largest African–American–owned engineering, water/wastewater treatment, energy, and environmental engineering firm in the United States. Since 2013, Mr. Agbede has also served as the Chairman and CEO of Chester LNG, LLC, a subsidiary of the Chester Group Inc., which designs and owns several intellectual properties on micro-LNG systems for use as virtual pipelines to deliver natural gas to remote locations or as standalones for off the grid power generation or fueling. He has also served as the Chairman of Sigma Paint Nigeria, a coating manufacturing and marketing company in partnership with Pittsburgh-based PPG Industries, since 2015. Mr. Agbede is a member of the Board of Trustees of the University of Pittsburgh, and he is the Chairman of the Board of Visitors of its Swanson School of Engineering. In 2000, he was inducted into the University of Pittsburgh School of Engineering Hall of Fame. The Chester Group’s endowments and scholarships at the University of Pittsburgh and Carnegie Mellon University, presently valued at over $4 million, support African American student enrollment and retention primarily in Engineering and Sciences.

 

Qualifications:

Mr. Agbede adds to the CNX Board an extensive wealth of business management and executive leadership experience across a career spanning 40 years. His unique blend of energy industry expertise and experience developing new technologies makes him the epitome of an energy entrepreneur and an invaluable asset to our Board.

 

  2024 PROXY STATEMENT  30
 
J. PALMER CLARKSON

 

Age: 67

 

Director
since: 2017

 

Occupation: Chairman of The Lake Doctors, Inc. and Former President and Chief Executive Officer of Bridgestone HosePower, LLC

 

     

CNX Committees:

Environmental, Safety and Corporate Responsibility Committee (Chair)

Compensation Committee

Nominating and Corporate Governance Committee

 

 

 

Background:

J. Palmer Clarkson joined the CNX Board in May 2017. He is the founder and from 1992 until his retirement in 2022 served as President and Chief Executive Officer of Bridgestone HosePower, LLC, previously Hosepower, the largest U.S.-based service provider of hydraulic and industrial hoses used in construction machinery, mining, oil field equipment and factories. Mr. Clarkson is a former Board member of Bridgestone HosePower, LLC, and Bridgestone Industrial Products Group – Japan and currently sits on the Board of Directors for Enerpac Tool Group Corp. (NYSE: EPAC), the Jacksonville Port Authority (JaxPort) and The Lake Doctors, Inc. (of which he is the Chairman). Mr. Clarkson previously served as the President and Chief Executive Officer of Anchor Coupling Company from 1987 to 1992. He also sits on the boards of several nonprofit organizations.

 

Qualifications:

Mr. Clarkson brings to our Board over 32 years of hands-on experience as an entrepreneur, business builder and manager. He has extensive experience in accounting, finance and operations, with a proven leadership track record.

 

NICHOLAS J. DEIULIIS

 

Age: 55

 

Director
since: 2014

 

Occupation: President and Chief Executive Officer of CNX

 

     

CNX Committees:

Environmental, Safety and Corporate Responsibility Committee

 

 

 

Background:

Nicholas J. DeIuliis has served as a Director and the Chief Executive Officer and President of CNX Resources Corporation since May 2014. Mr. DeIuliis has more than 30 years of experience with the Corporation. He is a member of the UPMC Hillman Cancer Center Council. Mr. DeIuliis is a registered engineer in the Commonwealth of Pennsylvania and a member of the Pennsylvania bar.

 

Qualifications:

As our current President and Chief Executive Officer, Mr. DeIuliis has a unique and in-depth understanding of our business with over 30 years of experience with CNX. He provides our Board with direct operational insight through his leadership in the development and execution of our strategic priorities, and his understanding of our business, including the challenges and material risks facing the Corporation.

 

  2024 PROXY STATEMENT  31
 

MAUREEN E. LALLY-GREEN

 

Age: 74

 

Director
Since: 2013

 

Occupation: Professor of Law Emerita (adjunct) and Former Dean, Kline School of Law of Duquesne University, Former Judge on the Superior Court of Pennsylvania

 

     

CNX Committees:

Nominating and Corporate Governance Committee (Chair)

Compensation Committee

Environmental, Safety and Corporate Responsibility Committee

 

 

 

Background:

Maureen E. Lally-Green joined the CNX Board in June 2013. Ms. Lally-Green served as the Interim Dean/Dean of the Thomas R. Kline School of Law of Duquesne University (“Kline Duquesne”) from 2016 to 2019, and currently serves as an Adjunct Professor of Law Emerita at Kline Duquesne. She has served on the Board of Federated Mutual Fund Complex since 2009 and was appointed to serve on its audit committee in 2013. She previously served as an elected Judge on the Superior Court of Pennsylvania, Associate General Secretary, Diocese of Pittsburgh, counsel for a major corporation, and counsel for a federal agency. Ms. Lally-Green also serves or has served as a director of a variety of nonprofit corporations in the legal, higher education, health and social services arenas.

 

Qualifications:

Ms. Lally-Green brings to our Board, over 45 years of experiences that includes her public service as a Judge on the Superior Court of Pennsylvania; her employment service in the for-profit, non-profit, and federal public sectors; her activities in state-wide and local legal and non-profit organizations; and, her experience with, among other things, corporate governance due to her service on a number of boards of non-profit entities and the for-profit Federated Hermes Mutual Fund Complex.

 

BERNARD LANIGAN, JR.

 

Age: 76

 

Director
since: 2016

 

Occupation: Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc.; Chairman of Lanigan & Associates, P.C.

 

     

CNX Committees:

Audit Committee (Chair)

Environmental, Safety and Corporate Responsibility Committee

Nominating and Corporate Governance Committee

 

 

 

Background:

Bernard Lanigan, Jr. joined the CNX Board in May 2016. He co-founded and has served as Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc., an investment advisor and wealth management company, since 1991. He also co-founded and has served as Chairman of Lanigan & Associates, P.C., a certified public accounting and consulting firm, since 1974. Mr. Lanigan currently serves on the boards of directors of various nonpublic companies, endowments and private foundations. Previously, Mr. Lanigan served on the boards of directors of Texas Industries, Inc., Ruby Tuesday, Inc., Rayonier Inc. and Lykes Bros., Inc.

 

Qualifications:

Mr. Lanigan brings to our Board over four decades of leadership experience with large, complex and diverse organizations. He is a certified public accountant and has over 40 years of experience in financial, tax, accounting, investment advising, capital allocation, strategic consulting, risk assessment, valuations and mergers and acquisitions matters, including as both advisor and principal.

 

  2024 PROXY STATEMENT  32
 

IAN MCGUIRE

 

Age: 45

 

Director
since: 2019

 

Occupation: Founder, Investment Partner of Tempus Partners

 

     

CNX Committees:

Audit Committee

Compensation Committee (Chair)

Environmental, Safety and Corporate Responsibility Committee

 

 

 

Background:

Ian McGuire joined the CNX Board in July 2019. In 2018, he founded Tempus Partners, an investment firm, where he has since served as an investment partner. Prior to founding Tempus Partners, Mr. McGuire was an investment partner at SPO Partners & Co., an investment firm, where he was part of a small investment team that had responsibilities for all aspects of the firm’s portfolio investments. Prior to working at SPO Partners & Co., Mr. McGuire was an investment banker in Goldman Sachs’ natural resources group. Cumulatively, Mr. McGuire has over 20 years of investment banking experience, with an emphasis in the energy and natural resources sectors. Mr. McGuire received his B.A. from Middlebury College and his M.B.A. from Stanford Graduate School of Business.

 

Qualifications:

Having founded Tempus Partners, an investment firm, and served as an investment partner at SPO and an investment banker with Goldman Sachs, Mr. McGuire provides our Board with substantial insight into financial-related matters and the energy industry.

 

WILLIAM N. THORNDIKE, JR.

 

Age: 60

 

Director
since: 2014

 

Occupation: Managing Partner of The Cromwell Harbor Partnership

 

     

CNX Committees:

Audit Committee

Compensation Committee

Environmental, Safety and Corporate Responsibility Committee

 

 

 

Background:

William N. Thorndike, Jr. joined the CNX Board in October 2014. Mr. Thorndike was named our Chairman in May 2016. He has been the Managing Partner of The Cromwell Harbor Partnership (“Cromwell Harbor”), a private investment company, since 2023. Prior to Cromwell Harbor, Mr. Thorndike founded Housatonic Partners, a leading private equity firm with offices in Boston and San Francisco (“Housatonic”), in 1994 and served as Managing Director until 2023. At Housatonic, Mr. Thorndike was the pioneering institutional investor in the search fund asset class and played a central role in refining its acquisition criteria. Mr. Thorndike is currently the Co-Chairman of Perimeter Solutions (NYSE: PRM) and a director of several private companies, including QMC Telecom, Banyan Software, and Carillon Assisted Living. He is a Founding Principal at TTCER, a private investment partnership, and a Co-Founder at Compounding Labs, an investment collaboration focused on long-term consolidations. Mr. Thorndike is the author of “The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success,” which was named one of the top 25 business books ever published by Business Insider and has been translated into 15 languages. He is also the host of the 50X podcast.

 

Qualifications:

Mr. Thorndike brings to the CNX Board nearly 30 years of investment and board experience. He has extensive leadership experience in evaluating strategic alternatives and helping to build value for shareholders across a variety of industries. He has a breadth of financial, strategic and human resource knowledge with specific expertise in the areas of capital allocation and compensation.

 

The Board of Directors Unanimously Recommends that You Vote “FOR” the Election of Each of the Seven Director Nominees.

 

  2024 PROXY STATEMENT  33
 

Accountants and Audit Committee