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

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CNX RESOURCES CORP - DEF 14A - 20240321 - COMPENSATION_COMMITTEE

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with CNX’s management and, based upon such review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Members of the Compensation Committee:

Ian McGuire, Chair
Robert O. Agbede
J. Palmer Clarkson
Maureen E. Lally-Green
William N. Thorndike, Jr.

The foregoing Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of CNX under the Securities Act or the Exchange Act, except to the extent that CNX specifically incorporates the Compensation Committee Report by reference therein.

Compensation Policies and Practices as They Relate to CNX’s Risk Management

Our compensation program is designed to motivate and reward our employees and executive officers for their performance during the fiscal year and over the long-term, and for taking appropriate business risks.

In January 2024, the Compensation Committee reviewed an assessment of the risks, if any, to CNX associated with our compensation policies and practices. The Compensation Committee, with management, reviewed the design features, characteristics, performance metrics and approval mechanisms for all of our various compensation components, to determine whether any of our compensation policies or programs could create risks that would be reasonably likely to have a material adverse effect on CNX. The assessment was also reviewed by our Internal Auditors and Human Resources Department. Based on this review, management, the Compensation Committee and the full Board identified the following risk mitigating components, which, in their opinion, would be likely to reduce incentives for excessive risk-taking and mitigate any incentives to maximize short-term results at the expense of long-term value:

•	*Balanced Pay Mix:* The target compensation mix of our executive officers is heavily weighted towards performance-based incentive compensation.
•	*Mix of Performance Metrics:* We do not rely on a single performance metric to determine payouts for performance-based awards. Instead, performance targets are tied to a variety of metrics, including (among others): Adjusted FCF per share, TSR, absolute stock price, and methane emission intensity reduction. Performance-based awards are also based, in part, on the achievement of strategic and operational objectives in addition to the foregoing metrics.
•	*Calculation and Verification of Performance:* Controls are in place to confirm the accuracy of calculations as to actual performance against metrics, including review of all results by the internal audit department.
•	*Stock Ownership and Retention Guidelines:* As it relates to our executives, these policies require our named executives to own equity in CNX and retain shares of CNX acquired through equity grants for the long-term.
•	*Clawback Policy:* CNX maintains a Clawback Policy that empowers the Corporation to recover certain applicable compensation erroneously awarded to a Covered Officer in the event of an accounting restatement.

Based on its review of CNX’s internal controls and the risk mitigating components of CNX’s compensation programs identified in the management team’s risk assessment, it was determined by the Compensation Committee that CNX’s compensation policies and practices do not encourage our executives or our other non-executive employees to take excessive risks that are reasonably likely to have a material adverse effect on CNX.

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Summary Compensation Table — 2023, 2022, and 2021

The following table discloses the compensation for Mr. DeIuliis, the principal executive officer of CNX, Mr. Shepard, the principal financial officer of CNX, the three most highly-compensated named executives of CNX serving at the end of fiscal 2023 (other than Messrs. DeIuliis and Shepard): Mr. Behl, Chief Operating Officer; Ms. Scott, Chief Risk Officer; and Mr. Srivastava, President — New Technologies; and Mr. Akinkugbe, former Chief Excellence Officer, and Mr. Reyes, former EVP, General Counsel and Corporate Secretary, the additional individuals for whom disclosure would have been required hereunder but for the fact that neither was serving as a named executive of CNX at the end of fiscal year 2023.

Name and Principal Position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)		Stock Awards ($)⁽¹⁾ (e)		Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($)⁽²⁾ (g)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽³⁾ (h)		All Other Compensation ($)⁽⁴⁾ (i)			Total ($) (j)
Nicholas J. DeIuliis⁽⁵⁾ President and Chief Executive Officer	2023	$	800,000	$	960,000	$	3,000,010	$	—	$	—	$	1,621,967	$	45,906	⁽⁶⁾	$	6,427,883
	2022	$	800,000	$	—	$	3,500,022	$	—	$	2,208,000	$	—	$	40,136		$	6,548,158
	2021	$	830,769	$	—	$	4,500,012	$	—	$	2,352,000	$	844,449	$	45,525		$	8,572,755
Alan K. Shepard Chief Financial Officer	2023	$	299,519	$	135,000	$	5,594,702	$	—	$	—	$	—	$	17,971	⁽⁷⁾	$	6,047,192
Alan K. Shepard Chief Financial Officer	2022	$	274,519	$	—	$	750,023	$	—	$	379,500	$	—	$	16,470		$	1,420,512
Navneet Behl Chief Operating Officer	2023	$	373,077	$	300,000	$	5,494,701	$	—	$	—	$	—	$	20,268	⁽⁸⁾	$	6,188,046
Hayley F. Scott Chief Risk Officer	2023	$	318,077	$	153,000	$	600,004	$	—	$	—	$	—	$	19,085	⁽⁹⁾	$	1,090,166
Ravi Srivastava President – New Technologies	2023	$	308,365	$	148,500	$	4,694,696	$	—	$	—	$	—	$	24,742	⁽¹⁰⁾	$	5,176,303
Ravi Srivastava President – New Technologies	2022	$	249,080	$	—	$	600,007	$	—	$	345,000	$	—	$	14,944		$	1,209,031
Olayemi Akinkugbe Chief Excellence Officer	2023	$	176,731	$	—	$	1,150,038	$	—	$	—	$	—	$	2,499,698	⁽¹¹⁾	$	3,826,467
	2022	$	349,039	$	—	$	2,500,015	$	—	$	210,000	$	—	$	18,300		$	3,077,354
	2021	$	308,846	$	—	$	1,560,011	$	—	$	423,000	$	—	$	17,100		$	2,308,957
Alexander J. Reyes Executive Vice President, General Counsel, and Corporate Secretary	2023	$	340,000	$	—	$	800,023	$	—	$	—	$	5,326	$	1,576,689	⁽¹²⁾	$	2,722,038
	2022	$	339,231	$	—	$	800,015	$	—	$	428,400	$	—	$	18,300		$	1,585,946
	2021	$	305,769	$	—	$	520,020	$	—	$	441,000	$	—	$	17,100		$	1,283,889

(1)

These values represent the aggregate grant date fair value of PSU, ESG PSU, Special PSU and RSU awards granted to the named executives in 2023, as applicable. The values are based on the aggregate grant date fair value of the awards computed in accordance with SEC rules and FASB ASC Topic 718, excluding the effect of estimate forfeitures. The amounts reported in this column reflect the accounting cost for these awards, and do not correspond to the actual economic value that may be received by the named executives. A discussion of the valuation assumptions relating to these PSU, ESG PSU, Special PSU and RSU 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 2023 Annual Report. For the 2023 PSUs and ESG PSUs, the value of the awards, as reported in the table, does not change assuming that the highest level of performance conditions will be achieved.

(2)

There was no 2023 STIC payout made to any of the named executives.


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(3)	The amounts for 2023 and 2021 reflect the actuarial increase in the present value of the named executive’s benefits under the SERP and the defined contribution New Restoration Plan through December 31 of the respective year. As it relates to Mr. DeIuliis, the value shown assumes a normal retirement age of 65 for the SERP benefit, despite the fact that Mr. DeIuliis would not be eligible to receive the normal retirement benefit until 2033. If Mr. DeIuliis was to retire earlier, his benefit would be age reduced pursuant to the provisions of the SERP. The amounts shown were determined primarily using the interest rate assumptions and mortality assumptions (the latter for Mr. DeIuliis only) set forth in the financial statements of CNX’s applicable Annual Reports on Form 10-K (Note 14) in the 2023 Annual Report for the 2023 amount. Values may fluctuate significantly from year to year depending on several factors, including age, years of service, average annual earnings and the assumptions used to determine the present value, such as mortality and discount rate.
(4)	On April 6, 2009, CNX filed a Current Report on Form 8-K stating that it would no longer provide tax gross-ups to its officers, as defined under Section 16 of the Exchange Act, in connection with company-maintained perquisite programs. From time to time, we provide tickets to sporting and other entertainment events to our employees, including our named executives, primarily for business purposes. See “Compensation Discussion and Analysis — Other Compensation Policies and Information.”
(5)	Mr. DeIuliis did not receive any additional compensation from CNX in connection with his Board service in 2023. In addition, Mr. DeIuliis’ base salary for 2021 was set at $800,000, but exceeded that amount only due to a payroll accrual anomaly that occurred at the end of 2021.
(6)	Mr. DeIuliis’ personal benefits for 2023 include: a vehicle allowance of $19,860, physical exam $1,948, airfare $4,298, and $19,800 in employer matching contributions made by CNX under its 401(k) plan.
(7)	The total in column (i) for Mr. Shepard is $17,971 in matching contributions made by CNX under its 401(k) plan.
(8)	The total in column (i) for Mr. Behl includes $19,800 in matching contributions made by CNX under its 401(k) plan and $468 in airfare. In 2023, the Compensation Committee and the Board determined that it is in the best interests of CNX to permit Mr. Behl to have personal use of a private aircraft at the Corporation’s cost to visit his family residing in Texas, subject to certain limitations and restrictions.
(9)	The total in column (i) for Ms. Scott is $19,085 in matching contributions made by CNX under its 401(k) plan.
(10)	The total in column (i) for Mr. Srivastava includes $18,502 in matching contributions made by CNX under its 401(k) plan and $6,240 in airfare.
(11)	The total in column (i) for Mr. Akinkugbe includes $12,409 in employer matching contributions made by CNX under its 401(k) plan. Also included are the following payments and benefits provided to Mr. Akinkugbe by CNX in connection with his termination of employment without cause from CNX: (i) a lump sum payment of $340,000, (ii) a vacation payout of $30,077, (iii) a value of $2,099,359, representing his outstanding RSUs that were deemed vested in connection with his departure and (iv) $17,853 for health insurance premiums. The total in this column excludes Mr. Akinkugbe’s unvested PSUs and ESG PSUs (233,807 units, in the aggregate, with an aggregate value of $4,676,140, assuming target performance) that were deemed to remain eligible for vesting following his departure from CNX but for which the attributable values are indeterminable because such awards are still subject to the future attainment of performance goals. The values of such unvested PSUs and ESG PSUs are included in the 2021, 2022, and 2023 rows of the “Stock Awards” column.
(12)	The total in column (i) for Mr. Reyes includes $19,800 in employer matching contributions made by CNX under its 401(k) plan. Also included are the following payments and benefits provided to Mr. Reyes by CNX in connection with his termination of employment without cause from CNX: (i) a lump sum payment of $440,000, (ii) a vacation payout of $30,731, (iii) a value of $1,064,735, representing his outstanding RSUs that were deemed vested in connection with his departure and (iv) $21,424 for health insurance premiums. The total in this column excludes Mr. Reyes’s unvested PSUs and ESG PSUs (91,568 units, in the aggregate, with an aggregate value of $1,831,360, assuming target performance) that were deemed to remain eligible for vesting following his departure from CNX but for which the attributable values are indeterminable because such awards are still subject to the future attainment of performance goals. The values of such unvested PSUs and ESG PSUs are included in the 2021, 2022, and 2023 rows of the “Stock Awards” column.


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Grants of Plan-Based Awards — 2023

The following table sets forth each grant made to a named executive in the 2023 fiscal year under plans established by CNX.

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		All other option awards: Number of securities underlying options (#)		Exercise or base price of option awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards⁽⁶⁾ ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or base price of option awards ($/Sh)
Nicholas J. DeIuliis	—			672,000		960,000		2,400,000		—		—		—		—		—		—		—
	1/3/2023	⁽²⁾		—		—		—		25,402		38,103		101,609		—		—		—		1,200,002
	1/3/2023	⁽³⁾		—		—		—		—		—		—		93,575		—		—		1,500,007
	1/3/2023	⁽⁴⁾		—		—		—		—		18,715		—		—		—		—		300,001
Alan K. Shepard	—			126,000		180,000		450,000		—		—		—		—		—		—		—
	1/3/2023	⁽²⁾		—		—		—		14,395		21,592		57,579		—		—		—		680,008
	1/3/2023	⁽³⁾		—		—		—		—		—		—		53,026		—		—		850,007
	1/3/2023	⁽⁴⁾		—		—		—		—		10,606		—		—		—		—		170,014
	8/1/2023	⁽⁵⁾		—		—		—		0		383,334		—		—		—		—		3,894,673
Navneet Behl	—			168,000		240,000		600,000		—		—		—		—		—		—		—
	1/3/2023	⁽²⁾		—		—		—		13,548		20,322		54,192		—		—		—		640,008
	1/3/2023	⁽³⁾		—		—		—		—		—		—		49,907		—		—		800,009
	1/3/2023	⁽⁴⁾		—		—		—		—		9,982		—		—		—		—		160,011
	8/1/2023	⁽⁵⁾		—		—		—		0		383,334		—		—		—		—		3,894,673
Hayley F. Scott	—			142,800		204,000		510,000		—		—		—		—		—		—		—
	1/3/2023	⁽²⁾		—		—		—		5,081		7,621		20,322		—		—		—		240,003
	1/3/2023	⁽³⁾		—		—		—		—		—		—		18,715		—		—		300,001
	1/3/2023	⁽⁴⁾		—		—		—		—		3,743		—		—		—		—		60,000
Ravi Srivastava	—			138,600		198,000		495,000		—		—		—		—		—		—		—
	1/3/2023	⁽²⁾		—		—		—		6,774		10,161		27,096		—		—		—		320,004
	1/3/2023	⁽³⁾		—		—		—		—		—		—		24,954		—		—		400,013
	1/3/2023	⁽⁴⁾		—		—		—		—		4,991		—		—		—		—		80,006
	8/1/2023	⁽⁵⁾		—		—		—		0		383,334		—		—		—		—		3,894,673
Olayemi Akinkugbe	—			142,800		204,000		510,000		—		—		—		—		—		—		—
	1/3/2023	⁽²⁾		—		—		—		9,738		14,607		38,951		—		—		—		460,011
	1/3/2023	⁽³⁾		—		—		—		—		—		—		35,871		—		—		575,012
	1/3/2023	⁽⁴⁾		—		—		—		—		7,175		—		—		—		—		115,015


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			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		All other option awards: Number of securities underlying options (#)		Exercise or base price of option awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards⁽⁶⁾ ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or base price of option awards ($/Sh)
Alexander J. Reyes	—			142,800		204,000		510,000		—		—		—		—		—		—		—
	1/3/2023	⁽²⁾		—		—		—		6,774		10,161		27,096		—		—		—		320,004
	1/3/2023	⁽³⁾		—		—		—		—		—		—		24,954		—		—		400,013
	1/3/2023	⁽⁴⁾		—		—		—		—		4,991		—		—		—		—		80,006

(1)	These awards were made pursuant to the 2023 STIC program under the Executive Annual Incentive Plan. There was no 2023 STIC payout made to any of the named executives.
(2)	These rows report the number of 2023 PSUs that may be earned pursuant to the awards granted under the Equity and Incentive Compensation Plan. The amounts reflect threshold (50%), target (75%), and maximum (100%) vesting based on applicable performance levels for the TSR component of the PSUs and threshold (0%), target (0%), and maximum (100%) vesting for the ASP component of the PSUs. For additional details regarding the 2023 PSU awards, see the description of our 2023 LTIC program in the “Compensation Discussion and Analysis” section of this Proxy Statement.
(3)	2023 RSU grants were made under the Equity and Incentive Compensation Plan.
(4)	These rows report the number of 2023 ESG PSUs that may be earned under the Equity and Incentive Compensation Plan. The ESG PSUs vest at target if both performance metrics are satisfied. If either metric is not achieved, the ESG PSUs will not vest. Therefore, the amounts reflect target (100%) vesting only (there is no threshold or maximum). For additional details regarding the 2023 ESG PSU awards, see the description of our 2023 LTIC program in the “Compensation Discussion and Analysis” section of this Proxy Statement.
(5)	These rows report the number of Special PSUs that may be earned under the Equity and Incentive Compensation Plan. The amounts reflect threshold (0%) and target (100%) vesting only (there is no maximum). For additional details regarding the 2023 Special PSU awards, see “Special PSUs” in the “Compensation Discussion and Analysis” section of this Proxy Statement.
(6)	The values set forth in this column reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The values set forth in this table may not correspond to the actual values that will be realized by the named executives.


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Outstanding Equity Awards at Fiscal Year-End — 2023

The following table sets forth all unexercised options and unvested PSU, ESG PSU, Special PSU and RSU awards granted under CNX’s Equity and Incentive Compensation Plan that have been awarded to our named executives by CNX and were outstanding as of December 31, 2023.

	Option Awards											Stock Awards
Name (a)	Number of Securities Underlying Unexercised Options (#) (Exercisable) (b)			Number of Securities Underlying Unexercised Options (#) (Unexercisable) (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have not Vested (#) (g)			Market value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾ (h)		Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾ (j)
Nicholas J. DeIuliis		795,563	⁽²⁾		—		—		6.874		1/29/2026		—			—		—			—
		127,660	⁽³⁾		—		—		10.525		1/2/2030		—			—		—			—
		—			—		—		—		—		67,691	⁽⁵⁾	$	1,353,820		—			—
		—			—		—		—		—		84,055	⁽⁶⁾	$	1,681,100		—			—
		—			—		—		—		—		93,575	⁽⁸⁾	$	1,871,500		—			—
		—			—		—		—		—		64,339	⁽¹⁰⁾	$	1,286,780		—			—
		—			—		—		—		—		120,214	⁽¹¹⁾	$	2,404,280		—			—
		—			—		—		—		—		213,397	⁽¹²⁾	$	4,267,940		—			—
		—			—		—		—		—		13,538	⁽¹³⁾	$	270,760		—			—
		—			—		—		—		—		8,406	⁽¹⁴⁾	$	168,120		—			—
		—			—		—		—		—		6,238	⁽¹⁵⁾	$	124,760		—			—
		—			—		—		—		—		—			—		165,947	⁽¹⁶⁾	$	3,318,940
		—			—		—		—		—		—			—		20,883	⁽¹⁷⁾	$	417,660
Alan K. Shepard		3,051	⁽⁴⁾		—		—		7.200		2/25/2030		—			—		—			—
		—			—		—		—		—		4,514	⁽⁵⁾	$	90,280		—			—
		—			—		—		—		—		18,013	⁽⁶⁾	$	360,260		—			—
		—			—		—		—		—		53,026	⁽⁸⁾	$	1,060,520		—			—
		—			—		—		—		—		13,787	⁽¹⁰⁾	$	275,740		—			—
		—			—		—		—		—		15,650	⁽¹²⁾	$	313,000		—			—
		—			—		—		—		—		904	⁽¹³⁾	$	18,080		—			—
		—			—		—		—		—		1,801	⁽¹⁴⁾	$	36,020		—			—
		—			—		—		—		—		3,535	⁽¹⁵⁾	$	70,700		—			—
		—			—		—		—		—		—			—		71,366	⁽¹⁶⁾	$	1,427,320
		—			—		—		—		—		—			—		8,873	⁽¹⁷⁾	$	177,460
		—			—		—		—		—		—			—		383,334	⁽¹⁸⁾	$	7,666,680
Navneet Behl		—			—		—		—		—		49,907	⁽⁸⁾	$	998,140		—			—
		—			—		—		—		—		17,362	⁽⁹⁾	$	347,240		—			—
		—			—		—		—		—		3,327	⁽¹⁵⁾	$	66,540		—			—
		—			—		—		—		—		—			—		54,192	⁽¹⁶⁾	$	1,083,840
		—			—		—		—		—		—			—		6,655	⁽¹⁷⁾	$	133,100
		—			—		—		—		—		—			—		383,334	⁽¹⁸⁾	$	7,666,680


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	Option Awards											Stock Awards
Name (a)	Number of Securities Underlying Unexercised Option (#) (Exercisable) (b)			Number of Securities Underlying Unexercised Options (#) (Unexercisable) (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have not Vested (#) (g)			Market value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾ (h)		Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾ (j)
Hayley F. Scott		2,441	⁽³⁾		—		—		10.525		1/21/2030		—			—		—			—
		—			—		—		—		—		1,295	⁽⁵⁾	$	25,900		—			—
		—			—		—		—		—		2,109	⁽⁶⁾	$	42,180		—			—
													3,696	⁽⁷⁾	$	73,920
		—			—		—		—		—		18,715	⁽⁸⁾	$	374,300		—			—
		—			—		—		—		—		1,614	⁽¹⁰⁾	$	32,280		—			—
													2,011	⁽¹¹⁾	$	40,220
													4,079	⁽¹²⁾	$	81,580
		—			—		—		—		—		259	⁽¹³⁾	$	5,180		—			—
		—			—		—		—		—		211	⁽¹⁴⁾	$	4,220		—			—
		—			—		—		—		—		1,247	⁽¹⁵⁾	$	24,940		—			—
		—			—		—		—		—		—			—		21,936	⁽¹⁶⁾	$	438,720
		—			—		—		—		—		—			—		2,708	⁽¹⁷⁾	$	54,160
Ravi Srivastava		1,300	⁽³⁾				—		10.525		1/21/2030
													1,032	⁽⁵⁾	$	20,640
		—			—		—		—		—		14,410	⁽⁶⁾	$	288,200		—			—
		—			—		—		—		—		24,954	⁽⁸⁾	$	499,080		—			—
		—			—		—		—		—		11,030	⁽¹⁰⁾	$	220,600		—			—
		—			—		—		—		—		3,249	⁽¹²⁾	$	64,980		—			—
		—			—		—		—		—		207	⁽¹³⁾	$	4,140		—			—
		—			—		—		—		—		1,441	⁽¹⁴⁾	$	28,820		—			—
		—			—		—		—		—		1,663	⁽¹⁵⁾	$	33,260		—			—
		—			—		—		—		—		—			—		38,125	⁽¹⁶⁾	$	762,500
		—			—		—		—		—		—			—		4,770	⁽¹⁷⁾	$	95,400
		—			—		—		—		—		—			—		383,334	⁽¹⁸⁾	$	7,666,680
Olayemi Akinkugbe		—			—		—		—		—		2,647	⁽¹¹⁾	$	52,940		—			—
		—			—		—		—		—		78,246	⁽¹²⁾	$	1,564,920		—			—
		—			—		—		—		—		4,514	⁽¹³⁾	$	90,280		—			—
		—			—		—		—		—		6,004	⁽¹⁴⁾	$	120,080		—			—
		—			—		—		—		—		2,391	⁽¹⁵⁾	$	47,820		—			—
																		84,907	⁽¹⁶⁾	$	1,698,140
		—			—		—		—		—		—			—		10,789	⁽¹⁷⁾	$	215,780


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	Option Awards										Stock Awards
Name (a)	Number of Securities Underlying Unexercised Option (#) (Exercisable) (b)		Number of Securities Underlying Unexercised Options (#) (Unexercisable) (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have not Vested (#) (g)			Market value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾ (h)		Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾ (j)
Alexander J. Reyes		—		—		—		—		—		24,660	⁽¹²⁾	$	493,200		—			—
		—		—		—		—		—		1,566	⁽¹³⁾	$	31,320		—			—
		—		—		—		—		—		1,921	⁽¹⁴⁾	$	38,420		—			—
		—		—		—		—		—		1,663	⁽¹⁵⁾	$	33,260		—			—
		—		—		—		—		—		—			—		41,802	⁽¹⁶⁾	$	836,040
		—		—		—		—		—		—			—		5,250	⁽¹⁷⁾	$	105,000

(1)	The market values for PSUs, ESG PSUs, Special PSUs and RSUs were determined by multiplying the closing market price per share for CNX common stock on December 29, 2023 ($20.00) by the number of shares relating to such awards.
(2)	Options granted January 29, 2016 that vested and became exercisable in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date.
(3)	Options granted January 2, 2020 that vested and became exercisable in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date.
(4)	Options granted February 25, 2020 that vested and became exercisable in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date.
(5)	RSUs granted on January 4, 2021 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date.
(6)	RSUs granted on January 3, 2022 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date.
(7)	RSUs granted on January 31, 2022 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date.
(8)	RSUs granted on January 3, 2023 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date.
(9)	RSUs granted on September 1, 2022 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date.
(10)	The portion of the PSU awards granted in 2022 related to the ASP metric, which were earned on April 20, 2022, is based on the Corporation’s ASP from March 23, 2022 through such date. These PSUs will vest following the three-year performance period subject to continued employment for the remainder of the three-year period.
(11)	The performance period for the 2023 tranche of the 2019 PSU awards was January 1, 2023 through December 31, 2023. The amounts are based on actual performance results for the period and vested in January 2024 when the Compensation Committee certified performance.
(12)	The performance period for the 2021 PSU awards was January 1, 2021 through December 31, 2023. The amounts are based on actual performance results for the period and vested in January 2024 when the Compensation Committee certified performance.
(13)	The performance period for the 2023 tranche of the 2021 ESG PSU awards was January 1, 2023 through December 31, 2023. The amounts are based on actual performance results for the period and vested in January 2024 when the Compensation Committee certified performance.
(14)	The performance period for the 2023 tranche of the 2022 ESG PSU awards was January 1, 2023 through December 31, 2023. The amounts are based on actual performance results for the period and vested in January 2024 when the Compensation Committee certified performance.
(15)	The performance period for the 2023 tranche of the 2023 ESG PSU awards was January 1, 2023 through December 31, 2023. The amounts are based on actual performance results for the period and vested in January 2024 when the Compensation Committee certified performance.
(16)	The aggregate number of unvested PSUs for which the performance period had not lapsed as of December 31, 2023 (as applicable). The performance period for the PSU awards granted in 2022 is January 1, 2022 through December 31, 2024 and the performance period for the PSU awards granted in 2023 is January 1, 2023 through December 31, 2025. In each case, the full award will cliff vest to the extent earned, following the three-year performance period: 50% based on the achievement of relative TSR metric and 50% based on the achievement of an ASP metric. On April 20, 2022, the 2022 PSUs related to the ASP metric were earned based on the Corporation’s ASP from March 23, 2022 through such date and generally remain subject to continued employment for the remainder of the three-year period. As such, this earned portions of the award is included in column (g). The amounts presented for the 2022 PSU award are based on achieving performance goals at the maximum level as to the TSR goal (the ASP portion of this award was earned on April 20, 2022 as described above). The amounts presented for the 2023 PSU award are based on achieving performance goals at the maximum level as to the TSR and ASP goals.
(17)	The aggregate number of unvested ESG PSUs for which the performance period had not lapsed as of December 31, 2023. The performance period for the ESG PSU awards granted in 2022 is January 1, 2022 through December 31, 2024, vesting one-third per year (with the 2024 tranche remaining outstanding and included in this column). The performance period for the ESG PSU awards granted in 2023 is January 1, 2023 through December 31, 2025, vesting one-third per year (with the 2024 and 2025 tranches remaining outstanding and included in this column). The amounts presented for the 2022 and 2023 ESG PSU awards are based on achieving performance goals at the target level. The earned amounts related to the 2023 tranche of the 2022 and 2023 ESG PSU awards are described above and reflected in column (g).
(18)	The aggregate number of unvested Special PSUs for which the performance period had not lapsed as of December 31, 2023. The Special PSUs may generally be earned and will be paid incrementally over seven years in three tranches of 25%, 25%, and 50% based on three separate sub-performance periods (with an opportunity to earn later tranches early if the applicable performance goal for such later tranche is achieved early): Tranche 1--August 1, 2023 – July 31, 2026; Tranche 2--August 1, 2026 – July 31, 2028; and Tranche 3--August 1, 2028 – July 31, 2030. The amounts shown are calculated based on CNX’s closing market price per share of $20.00 on December 29, 2023 (the last trading day of 2023). Assuming this value per share under the terms of the Special PSUs, the payout value for each of Messrs. Shepard’s, Behl’s, and Srivastava’s awards would be zero. If it was assumed that threshold performance goals were achieved under the Special PSU program (i.e., maximum target stock price under Tranche 1 of the program), then (i) the number of shares awarded to each of Messrs. Shepard, Behl, and Srivastava would be 95,834 (the maximum amount of total performance share units that may be earned under Tranche 1 of the program), and (ii) the value per share would be $41.83 (the maximum target stock price under Tranche 1 of the program), resulting in a payout value for each of Messrs. Shepard’s, Behl’s, and Srivastava’s awards of $4,008,736. For additional details regarding the 2023 Special PSU awards, see “Special PSUs” in the “Compensation Discussion and Analysis” section of this Proxy Statement.


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Option Exercises and Stock Vested Table — 2023

The following table sets forth information concerning each exercise of CNX options and the vesting of RSUs, PSUs and ESG PSUs of CNX during the 2023 fiscal year.

	Option Awards				Stock Awards⁽¹⁾
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Nicholas J. DeIuliis		—		—		488,071	$	8,120,763
Alan K. Shepard		—		—		37,231	$	593,050
Navneet Behl		—		—		8,680	$	196,776
Hayley F. Scott		—		—		11,913	$	197,501
Ravi Srivastava		—		—		15,130	$	247,231
Olayemi Akinkugbe		16,210	$	176,330		257,901	$	4,449,191
Alexander J. Reyes		—		—		87,608	$	1,706,170

(1)

Values include vesting of RSU awards granted in each of 2020 (third tranche), 2021 (second tranche), and 2022 (first tranche), as well as PSU awards granted in 2018 (fifth tranche) and 2019 (fourth tranche), and PSU ESG awards granted in 2021 (second tranche) and 2022 (first tranche). In the case of Mr. Akinkugbe and Mr. Reyes, values include the vesting of their outstanding RSU and 2022 PSU (as to the ASP metric) awards in connection with their respective terminatons without cause.

Pension Benefits Table — 2023

The following table provides information with respect to each plan that provides for specified retirement payments or benefits, or payments or benefits that will be provided primarily following retirement, including benefits available under the CNX nonqualified defined benefit plans (which we refer to as the Supplemental Retirement Plan (“SERP”) and the New Restoration Plan), but excluding nonqualified defined contribution plans.

Name	Plan Name	Number of Years Credited Service (#)			Present Value of Accumulated Benefit⁽¹⁾ ($)		Payments During Last Fiscal Year ($)
Nicholas J. DeIuliis	Supplemental Retirement Plan		20		$	11,235,176		—
Alan K. Shepard	N/A		—			—		—
Navneet Behl	N/A		—			—		—
Hayley F. Scott	N/A		—			—		—
Ravi Srivastava	N/A		—			—		—
Olayemi Akinkugbe	N/A		—			—		—
Alexander J. Reyes	New Restoration Plan		—	⁽²⁾	$	47,036		—

(1)

The accumulated benefits included in this column were computed through December 31, 2023 using the assumptions stated in the financial statements included in Note 14 - Pension in the Notes to the Audited Consolidated Financial Statements in Part II, Item 8 of the 2023 Annual Report (“Note 14”). The table above excludes benefits relating to the Pension Plan, which was assumed by CONSOL Energy Inc. in connection with its separation from CNX. As it relates to Mr. DeIuliis, the value shown assumes a normal retirement age of 65 for the SERP benefit, despite the fact that Mr. DeIuliis would not be eligible to receive the normal retirement benefit until 2033. If Mr. DeIuliis was to retire earlier, his benefit would be age reduced pursuant to the provisions of the SERP. The amounts shown were determined primarily using the interest rate assumptions and mortality assumptions (the latter for Mr. DeIuliis only) set forth in Note 14. Values may fluctuate significantly from year to year depending on several factors, including age, years of service, average annual earnings and the assumptions used to determine the present value, such as mortality and discount rate.

(2)

Years of service are not included as service is not a factor in the calculation of benefits for the New Restoration Plan (described below).


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Understanding Our Pension Benefits Table

This section provides information regarding CNX’s retirement programs, which include the SERP and the New Restoration Plan.

Supplemental Retirement Plan

The SERP was originally adopted in 2006 and is designed primarily for the purpose of providing benefits for a select group of management and highly-compensated employees of CNX and its subsidiaries, and is intended to qualify as a “top hat” plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). We established the SERP to attract and retain persons that we considered to be important to our success by providing benefits that are not restricted by the statutory limitations imposed by the federal income tax laws. The SERP is an unfunded, unsecured obligation of CNX, the benefits of which will be paid from its general assets.

Certain named executives and other eligible individuals were the initial participants in the SERP. On September 9, 2009, the Board adopted amendments to the SERP to include certain employees of CNX Gas and to give service credit thereunder for service with CNX Gas to all participants in the plan who are or were employees of CNX Gas, including Mr. DeIuliis. The amendments to the SERP were consistent with the Corporation’s assumption of CNX Gas’s compensatory arrangements as part of the management reorganization that occurred in January 2009.

In September 2011, the Board authorized amendments to the SERP, which froze the plan effective December 31, 2011 for current and future CNX employees, except for certain officers (referred to hereafter as the “excepted employees”). After the applicable date, no existing participant or future CNX employee, other than the excepted employees, accrues benefits under the SERP, and no compensation or service is counted for purposes of calculating benefits thereunder. Frozen CNX participants’ years of service continue to accrue, solely for vesting purposes. Mr. DeIuliis is an excepted employee and, accordingly, continues to accrue benefits under the SERP.

The Compensation Committee has reserved the right to terminate a participant’s participation in the SERP at any time. Additionally, if a participant’s employment is terminated or if a participant no longer meets basic eligibility standards, the participant’s participation in the SERP (and such person’s right to accrue any benefits thereunder) will terminate automatically. Final average compensation and years of service will be determined at such time.

The amount of each participant’s benefit under the plan as of age 65 (expressed as an annual amount) will be equal to 50% of “final average compensation” multiplied by the “service fraction,” as calculated on the participant’s date of employment termination with CNX. “Final average compensation” means the average of a participant’s five highest consecutive annual compensation amounts (annual base salary plus amounts received under the STIC) while employed by CNX or its subsidiaries. The “service fraction” means a fraction with a numerator equal to a participant’s number of years of service and a denominator of 20 and cannot exceed one.

Benefits under the SERP will be paid in the form of a life annuity with a guaranteed term of 20 years (which will be the actuarial equivalent of a single life annuity) commencing in the month following the later to occur of: (a) the end of the month following the month in which the participant turns age 50 or (b) the end of the month following the month in which the employment termination of a participant occurs. In the event the benefits commence prior to the participant’s standard retirement age, the benefit will be actuarially reduced as necessary (using assumptions specified in the Pension Plan). For a description of the effect of termination or change in control upon benefits under the SERP, see “Understanding Our Change in Control and Employment Termination Tables and Information.”

New Restoration Plan (Frozen)

The New Restoration Plan was frozen in 2018. Prior to the freeze, eligibility for benefits under the New Restoration Plan was determined each calendar year (the “Award Period”). Participants whose sum of annual base pay as of December 31 and amounts received under the STIC or other annual incentive program earned for services rendered by the participant during the Award Period exceeded the compensation limits imposed by Section 401(a)(17) of the Code (up to $270,000 for 2017, the final year for which benefits were credited) were eligible for benefits under the New Restoration Plan for such period. The amount of each eligible participant’s benefit under the plan was equal to 9% times the annual base salary as of December 31 and amounts received under the STIC (or other annual incentive program earned for services rendered by the participant during the award period), less 6% times the lesser of (i) annual base salary as of December 31 or (ii) the compensation limit imposed by the Code for the award period ($270,000 for 2017).

The New Restoration Plan is an unfunded, unsecured obligation of CNX, the benefits of which will be paid from its general assets. The CNX employees that were eligible to continue participating and accruing benefits in the SERP after it froze were ineligible to participate in the New Restoration Plan. Mr. Reyes and other eligible individuals are participants in the New Restoration Plan, but the plan is otherwise unavailable to new employees.

Benefits under the New Restoration Plan will be paid to the participants in the form of 240 equal monthly installments, with each installment equal to the value of the participant’s account at commencement divided by 240. Benefits commence in the month immediately following the later to occur of: the month (i) in which the participant turns age 60 or (ii) containing the six-month anniversary date of the participant’s separation from service.

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Potential Payments Upon Termination or Change in Control Tables

Except as otherwise indicated, the following narrative and tables set forth the potential payments and the value of other benefits that would vest or otherwise accelerate vesting at, following, or in connection with any termination, including, without limitation, retirement, termination not for cause, or a constructive termination of a named executive, or a “change in control” of CNX and/or CNX Gas, in the case of Mr. DeIuliis, or a change in the named executive’s responsibilities, as such scenarios are contemplated in the contracts, agreements, plans or arrangements described below.

For each currently employed named executive, the payments and benefits detailed in the tables below are in addition to any payments and benefits under our plans and arrangements that are offered or provided generally to all salaried employees on a non-discriminatory basis and any accumulated vested benefits for each named executive, including those set forth in the Pension Benefits Table — 2023, and any stock options vested as of December 31, 2023 (which are set forth in the Outstanding Equity Awards at Fiscal Year-End Table — 2023). The tables assume that employment termination and/or the change in control occurred on December 29, 2023 and a valuation of our common stock based on its closing market price per share on December 29, 2023 of $20.00 per share (the last business day of fiscal year 2023). The tables also assume that each named executive will take all action necessary or appropriate for such person to receive the maximum available benefit, such as execution of a release of claims and compliance with restrictive covenants described below.

A description of some elements of the plans, arrangements and agreements covered by the following tables and which provide for payments or benefits in connection with a termination of employment or change in control are also described under “Compensation Discussion and Analysis.” The footnotes to the tables describe the assumptions that were used in calculating the amounts reflected therein.

In connection with Mr. Akinkugbe’s termination of employment without cause from CNX effective June 30, 2023, CNX entered into a severance agreement with him pursuant to which he received, after his execution (and non-revocation) of a release of claims against the Corporation, (i) a lump sum payment of $340,000 and an accrued vacation payout of $30,077; (ii) vesting of his 118,474 outstanding RSU awards with a value of $2,099,359; (iii) continued vesting of previously granted unvested PSUs and ESG PSUs (233,807 units, in the aggregate, with an aggregate value of $4,676,140, assuming target performance), subject to attainment of the applicable performance goals as determined by the Compensation Committee after the end of the applicable performance period; and (iv) payment by CNX of his COBRA health insurance, if he elects such coverage, until the earlier of June 30, 2024 or the date upon which he becomes eligible for medical benefits from a new employer, in the aggregate amount of $17,853. Mr. Akinkugbe was not entitled to any 2023 STIC payout. In addition, Mr. Akinkugbe agreed to comply with confidentiality, non-competition and non-disclosure covenants in favor of the Corporation.

In connection with Mr. Reyes’s termination of employment without cause from CNX effective December 22, 2023, CNX entered into a severance agreement pursuant to which he received, after execution (and non-revocation) of a release of claims against the Corporation, (i) a lump sum payment of $440,000 and an accrued vacation payout of $30,731; (ii) vesting of his 51,989 outstanding RSUs with a value of $1,064,735; (iii) continued vesting of previously granted unvested PSUs and ESG PSUs (91,568 units, in the aggregate, with an aggregate value of $1,831,360, assuming target performance), subject to attainment of the applicable performance goals as determined by the Compensation Committee after the end of the applicable performance period; and (iv) payment by CNX of his COBRA health insurance, if he elects such coverage, until the earlier of December 31, 2024 or the date upon which he becomes eligible for medical benefits from a new employer, in the aggregate amount of $21,424. Mr. Reyes was not entitled to any 2023 STIC payout. In addition, Mr. Reyes agreed to comply with confidentiality, non-competition and non-disclosure covenants in favor of the Corporation.

For further information, see “Compensation Discussion and Analysis — Agreements with Former Named Executives.”

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Tables

NICHOLAS J. DEIULIIS*

	Retirement⁽¹⁾		Termination Not for Cause/ Reduction in Force⁽¹⁾		Termination For Cause		Death⁽¹⁾		Disability⁽¹⁾		Change in Control Termination⁽¹⁾⁽²⁾
Compensation:
Base Salary		—		—		—		—		—	$	2,000,000
Short-Term Incentive⁽³⁾		—		—		—	$	960,000		—	$	5,720,000
Severance Pay Plan⁽⁴⁾		—	$	384,615		—		—		—		—
Long-Term Incentive Compensation:⁽⁵⁾⁽⁹⁾
Options: Unvested		—		—		—		—		—		—
RSUs: Unvested	$	4,906,420	$	4,906,420		—	$	4,906,420	$	4,906,420	$	4,906,420
PSUs: Unvested	$	4,605,720	$	4,605,720		—	$	4,605,720		—	$	4,605,720
ESG PSUs: Unvested	$	417,660	$	417,660		—	$	417,660	$	417,660	$	417,660
Benefits and Perquisites:
Outplacement service		—		—		—		—		—	$	25,000
Continuation of medical/drug/dental benefits⁽⁶⁾		—		—		—		—		—	$	53,559
401(k) payment		—		—		—		—		—	$	49,500
Supplemental Retirement Plan⁽⁷⁾		—		—		—		—		—	$	13,381,428
280G Tax Gross-up⁽⁸⁾		—		—		—		—		—	$	10,430,672
TOTAL	$	9,929,800	$	10,314,415		—	$	10,889,800	$	5,324,080	$	41,589,959

*	Applicable footnotes follow the last table in this section of this Proxy Statement.

ALAN K. SHEPARD*

Executive Benefits and Payments Upon Termination	Retirement		Termination Not for Cause/ Reduction in Force		Termination For Cause		Death		Disability		Change in Control Termination⁽²⁾
Compensation:
Base Salary		—		—		—		—		—	$	450,000
Short-Term Incentive⁽³⁾		—		—		—	$	180,000		—	$	397,250
Severance Pay Plan⁽⁴⁾		—	$	57,692		—		—		—		—
Long-Term Incentive Compensation:⁽⁵⁾⁽⁹⁾
Options: Unvested		—		—		—		—		—		—
RSUs: Unvested		—	$	1,511,060		—	$	1,511,060	$	1,511,060	$	1,511,060
PSUs: Unvested		—	$	1,703,060		—	$	1,703,060	$	1,703,060	$	1,703,060
ESG PSUs: Unvested		—	$	177,460		—	$	177,460	$	177,460	$	177,460
Special PSUs: Unvested⁽¹⁰⁾		—	$	0			$	0	$	0	$	0
Benefits and Perquisites:
Outplacement service		—		—		—		—		—	$	25,000
Continuation of medical/drug/dental benefits⁽⁶⁾		—		—		—		—		—	$	32,136
401(k) payment		—		—		—		—		—	$	27,000
New Restoration Plan		—		—		—		—		—		—
280G Tax Reduction⁽⁸⁾		—		—		—		—		—	$	(1,815,891)
TOTAL			$	11,115,952			$	11,238,260	$	11,058,260	$	2,507,075

*	Applicable footnotes follow the last table in this section of this Proxy Statement.

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NAVNEET BEHL*

Executive Benefits and Payments Upon Termination	Retirement		Termination Not for Cause/ Reduction in Force		Termination For Cause		Death		Disability		Change in Control Termination⁽²⁾
Compensation:
Base Salary		—		—		—		—		—	$	600,000
Short-Term Incentive⁽³⁾		—		—		—	$	240,000		—	$	360,000
Severance Pay Plan⁽⁴⁾		—	$	61,538		—		—		—		—
Long-Term Incentive Compensation:⁽⁵⁾⁽⁹⁾
Options: Unvested		—		—		—		—		—		—
RSUs: Unvested		—	$	1,345,380		—	$	1,345,380	$	1,345,380	$	1,345,380
PSUs: Unvested		—	$	1,083,840		—	$	1,083,840	$	1,083,840	$	1,083,840
ESG PSUs: Unvested		—	$	133,100		—	$	133,100	$	133,100	$	133,100
Special PSUs: Unvested⁽¹⁰⁾		—	$	0		—	$	0	$	0	$	0
Benefits and Perquisites:
Outplacement service		—		—		—		—		—	$	25,000
Continuation of medical/drug/dental benefits⁽⁶⁾		—		—		—		—		—	$	32,136
401(k) payment		—		—		—		—		—	$	29,700
New Restoration Plan		—		—		—		—		—		—
280G Tax Reduction⁽⁸⁾		—		—		—		—		—	$	(1,314,836)
TOTAL			$	10,290,538			$	10,469,000	$	10,229,000	$	2,294,320

*	Applicable footnotes follow the last table in this section of this Proxy Statement.

HAYLEY F. SCOTT*

Executive Benefits and Payments Upon Termination	Retirement		Termination Not for Cause/ Reduction in Force		Termination For Cause		Death		Disability		Change in Control Termination⁽²⁾
Compensation:
Base Salary		—		—		—		—		—	$	510,000
Short-Term Incentive⁽³⁾		—		—		—	$	204,000		—	$	391,350
Severance Pay Plan⁽⁴⁾		—	$	52,308		—		—		—		—
Long-Term Incentive Compensation:⁽⁵⁾⁽⁹⁾
Options: Unvested		—		—		—		—		—		—
RSUs: Unvested		—	$	516,300		—	$	516,300	$	516,300	$	516,300
PSUs: Unvested		—	$	471,000		—	$	471,000		—	$	471,000
ESG PSUs: Unvested		—	$	54,160		—	$	54,160	$	54,160	$	54,160
Benefits and Perquisites:
Outplacement service		—		—		—		—		—	$	25,000
Continuation of medical/drug/dental benefits⁽⁶⁾		—		—		—		—		—	$	18,131
401(k) payment		—		—		—		—		—	$	29,700
New Restoration Plan		—		—		—		—		—		—
280G Tax Reduction⁽⁸⁾		—		—		—		—		—		—
TOTAL			$	1,093,768		—	$	1,245,460	$	570,460	$	2,015,641

*	Applicable footnotes follow the last table in this section of this Proxy Statement.

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RAVI SRIVASTAVA*

Executive Benefits and Payments Upon Termination	Retirement		Termination Not for Cause/ Reduction in Force		Termination For Cause		Death		Disability		Change in Control Termination⁽²⁾
Compensation:
Base Salary		—		—		—		—		—	$	495,000
Short-Term Incentive⁽³⁾		—		—		—	$	198,000		—	$	301,189
Severance Pay Plan⁽⁴⁾		—	$	126,923		—		—		—		—
Long-Term Incentive Compensation:⁽⁵⁾⁽⁹⁾
Options: Unvested		—		—		—		—		—		—
RSUs: Unvested		—	$	807,920		—	$	807,920	$	807,920	$	807,920
PSUs: Unvested		—	$	983,100		—	$	983,100	$	983,100	$	983,100
ESG PSUs: Unvested		—	$	95,400		—	$	95,400	$	95,400	$	95,400
Special PSUs: Unvested⁽¹⁰⁾		—	$	0		—	$	0	$	0	$	0
Benefits and Perquisites:
Outplacement service		—		—		—		—		—	$	25,000
Continuation of medical/drug/dental benefits⁽⁶⁾		—		—		—		—		—	$	30,630
401(k) payment		—		—		—		—		—	$	29,700
New Restoration Plan		—		—		—		—		—	$	—
280G Tax Reduction⁽⁸⁾		—		—		—		—		—	$	(1,030,445)
TOTAL			$	9,680,023		—	$	9,751,100	$	9,553,100	$	1,737,494

*	Applicable footnotes follow the last table in this section of this Proxy Statement.

(1)	Under the terms of Mr. DeIuliis’ 2021, 2022, and 2023 RSU and PSU award agreements, 2020 option award agreement, and 2021, 2022, and 2023 ESG PSU award agreements, he would be entitled to amounts shown under Long-Term Incentive Compensation if he retired from the Corporation. For purposes of this table, it should be assumed that such amounts would similarly be paid to him if his employment terminated for any reason other than cause.
(2)	If a change in control occurred and the named executive’s employment did not terminate, the named executive would be entitled only to the payments and benefits shown under Long-Term Incentive Compensation. The narrative following these tables contains a description of events that constitute a change in control.
(3)	In the event of death, the tables show that, Ms. Scott and Messrs. DeIuliis, Shepard, Behl, and Srivastava would be entitled to the short-term incentive award if the Compensation Committee determined that such awards are not forfeited. The amounts shown in the event of death assume a target payout for 2023, in the case that the Compensation Committee makes such determination, and that death occurs at year-end. In the event of a qualifying termination in connection with a change in control, the tables show that, each named executive, pursuant to his or her CIC Agreement, would be entitled to: (i) the relevant multiple (for Mr. DeIuliis, 2.5; and for Ms. Scott and Messrs. Shepard, Behl, and Srivastava, 1.5) of Incentive Pay (defined in each CIC Agreement as the greater of (a) the target STIC award for the current year and (b) the average of the STIC amounts paid to the individual for the three years prior to the year that includes the termination) and (ii) a pro-rated payment of his Incentive Pay based upon the length of service during the year in which the termination occurred. Assuming a maximum payout for 2023 and a change in control at year-end, each individual would receive, in addition to the amount shown in the table, the amounts set forth in the Grants of Plan-Based Awards — 2023 under the maximum amounts for non-equity incentive plan awards.
(4)	The Severance Pay Plan for Salaried Employees provides one week of severance for every year of service with a minimum of 8 weeks and up to a maximum of 25 weeks in the event that employment is involuntarily terminated because of a reduction in workforce. As of December 31, 2023, Messrs. DeIuliis, Shepard, Behl, and Srivastava and Ms. Scott were entitled to 25 weeks, 10 weeks, 8 weeks, 20 weeks, and 8 weeks, respectively, of severance.
(5)	The values for long-term incentive compensation represent the value of the unvested RSUs, PSUs, ESG PSUs, and stock options, which would accelerate and vest depending on the termination event or change in control. The value of the unvested RSUs, PSUs, ESG PSUs, Special PSUs, and stock options was calculated using CNX’s closing market price per share of $20.00 on December 29, 2023 (assumes target payout for the 2022 PSUs (as to Ms. Scott and Messrs. DeIuliis, Shepard, Behl, and Srivastava), the 2023 PSUs (as to Ms. Scott and Messrs. DeIuliis, Shepard, Behl, and Srivastava), the 2022 ESG PSUs (as to Ms. Scott and Messrs. DeIuliis, Shepard, Behl, and Srivastava), the 2023 ESG PSUs (as to Ms. Scott and Messrs. DeIuliis, Shepard, Behl, and Srivastava), and the 2023 Special PSUs (as to Messrs. Shepard, Behl, and Srivastava). The 2021 PSUs, the 2023 tranche of the 2019 PSUs and the 2021, 2022, and 2023 ESG PSUs were not included because the performance period for such awards ended on December 31, 2023.
(6)	In the event of a qualifying termination in connection with a change in control, as of December 31, 2023, the tables show that Mr. DeIuliis, pursuant to his CIC Agreement, would be entitled to the continuation of medical, dental, and vision coverage for a period of 30 months, and Ms. Scott and Messrs. Shepard, Behl, and Srivastava would be entitled to 18 months.
(7)	In the event of a termination for cause, no benefit is payable. Benefits vest immediately in the event of termination due to disability, death or change in control. Further, the SERP pays an unreduced benefit in the event of incapacity retirement or disability, and accordingly, Mr. DeIuliis would receive $10,748,625 in such a case.
(8)	This calculation is an estimate for proxy disclosure purposes only. Note that actual payments for Ms. Scott and Messrs. Shepard, Behl, and Srivastava would be reduced pursuant to the terms of their CIC Agreements by the amounts shown in the above tables under “280G Tax Reduction.” Payments on an actual change of control may differ based on factors such as transaction price, timing of employment termination and payments, methodology for valuing stock options, changes in compensation, reasonable compensation analyses and the value of the covenant not to compete. Assumptions used in the Proxy Statement include:

	•	Marginal federal, Pennsylvania state and FICA-HI (Medicare) tax rates of 37%, 3.07% and 2.35%, respectively;
	•	Stock options are assumed to become fully vested and/or exercisable and are valued in accordance with Rev. Proc. 98-34 and Q&A 24(c) of Code Section 280G based on expected life of the option; and
	•	We did not attribute any value to non-competition covenants or take the position that any part of the value of the performance-based equity and long-term incentive plans provided to the applicable named executive was reasonable compensation for services prior to the change of control, which would have reduced the estimated excise tax gross-up payment, if any.

(9)

The amounts shown assume the Compensation Committee exercised its discretion in connection with a termination without cause and vested the awards.

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(10)

The amounts shown are calculated based on CNX’s closing market price per share of $20.00 on December 29, 2023 (the last trading day of 2023). Assuming this value per share under the terms of the Special PSUs in a change in control transaction, the value of the Special PSUs would be zero and, as such, no value is included in the tables for Messrs. Shepard, Behl, and Srivastava. If it was assumed that the value per share under the transaction documentation of the change in control transaction was $86.75 (the maximum target stock price under the program), the payout value for each of Messrs. Shepard’s, Behl’s, and Srivastava’s awards would be $33,254,225. For additional details regarding the 2023 Special PSU awards, see “Special PSUs” in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Understanding Our Change in Control and Employment Termination Tables and Information

This section provides information regarding the following CNX agreements and/or programs which provide for benefits to be paid to named executives in connection with employment termination and/or a change in control of the Corporation or, with respect to Mr. DeIuliis, CNX Gas: CIC Agreements; stock options; RSUs; PSUs; ESG PSUs; Special PSUs; Supplemental Retirement Plan; New Restoration Plan; and Severance Pay Plan for Salaried Employees.

Change in Control Agreements

As of December 29, 2023, Ms. Scott and Messrs. Shepard, Behl, and Srivastava each had CIC Agreements with CNX, and Mr. DeIuliis had a CIC Agreement with CNX and CNX Gas. The CIC Agreements provide severance benefits to our named executives if they are terminated (i) after, or in connection with, a CNX change in control (as described below) (and/or, in the case of Mr. DeIuliis, a CNX Gas change in control (as described below)) by CNX (and/or by CNX Gas, in the case of Mr. DeIuliis) for any reason other than cause (as defined below), death or disability (as defined below), that occurs not more than three months prior to or within two years after, a CNX change in control (and/or a CNX Gas change in control, in the case of Mr. DeIuliis), or is requested by a third party initiating the CNX change in control (and/or the CNX Gas change in control, in the case of Mr. DeIuliis) or (ii) within the two-year period after a CNX change in control (and/or a CNX Gas change in control, in the case of Mr. DeIuliis), if he is “constructively terminated” (as defined below).

Under the two circumstances described above, as of December 29, 2023, the named executives would be entitled to receive:

•	A lump sum cash payment equal to a multiple of base pay plus a multiple of short-term incentive pay (the multiple, in each case, for Mr. DeIuliis, 2.5; and for Ms. Scott and Messrs. Shepard, Behl, and Srivastava, 1.5);
•	A pro-rated payment of his short-term incentive pay for the year in which his termination of employment occurs;
•	For a specified period (for Mr. DeIuliis, 30 months; and for Ms. Scott and Messrs. Shepard, Behl, and Srivastava, 18 months), the continuation of medical, dental, and vision coverage (or monthly reimbursements in lieu of continuation);
•	A lump sum cash payment equal to the total amount that the executive would have received under the 401(k) plan as a match if he was eligible to participate in the 401(k) plan for a specified period after his termination date (for Mr. DeIuliis, 30 months; and for Ms. Scott and Messrs. Shepard, Behl, and Srivastava, 18 months) and he contributed the maximum amount to the plan for the match;
•	A lump sum cash payment equal to the difference between the present value of his accrued pension benefits at his or her termination date under the qualified defined benefit plan (which, as described in the “Pension Benefits Table — 2023” section, is now sponsored by CONSOL Energy Inc.), and (if eligible) any plan or plans providing nonqualified retirement benefits and the present value of the accrued pension benefits to which the executive would have been entitled under the pension plans if he had continued participation in those plans for a specified period after his termination date (for Mr. DeIuliis, 30 months; and for Ms. Scott and Messrs. Shepard, Behl, and Srivastava, 18 months).
•	A lump sum cash payment of $25,000 in order to cover the cost of outplacement assistance services and other expenses associated with seeking other employment; and
•	Any amounts earned, accrued or owing but not yet paid as of his termination date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs.

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In addition, upon a CNX change in control (and/or a CNX Gas change in control, in the case of Mr. DeIuliis) all equity awards granted to each of the named executives will become fully vested and/or exercisable on the date the change in control occurs and all stock options or stock appreciation rights will remain exercisable for the period set forth in the applicable award agreement. If it is determined that any payment or distribution to Mr. DeIuliis (who entered into his CIC Agreement prior to 2009) only would constitute an “excess parachute payment” within the meaning of Section 280G of the federal income tax laws, he would be entitled to an additional amount, subject to certain limitations, such that the net amount retained by him after deduction of any excise tax imposed under Section 4999 of the federal income tax laws, and any tax imposed upon the gross-up payment, will be equal to the excise tax on the payment. Since 2009, CNX has not included any gross-up provisions in its CIC Agreements.

In the case of Ms. Scott and Messrs. Shepard, Behl, and Srivastava, the provisions of their CIC Agreements provide that in the event that any payment or distribution by CNX would constitute an “excess parachute payment” within the meaning of Section 280G, CNX will limit such payments to an amount below the excess parachute payment amount, such that there will not be any excise tax on such payments.

The CIC Agreements contain confidentiality, non-competition and non-solicitation obligations. The named executives have each agreed not to compete with the business for one year, or to solicit employees for two years, following a termination of employment, when such executive is receiving severance benefits under a CIC Agreement.

No payments are made or benefits provided under the CIC Agreements unless the executive executes, and does not revoke, a written release of any and all claims (other than for entitlements under the terms of the agreement or which may not be released under the law).

“Cause,” under the CIC Agreements, is a determination by the Board (or the CNX Gas Board in the case of Mr. DeIuliis) that the executive has:

been convicted of, or has pleaded guilty or nolo contendere to, any felony or any misdemeanor involving fraud, embezzlement or theft; or

wrongfully disclosed material confidential information of the Corporation or any subsidiary (including CNX Gas), has intentionally violated any material express provision of the Corporation’s code of conduct for executives and management employees (as then in effect) or has intentionally failed or refused to perform any of his material assigned duties for the Corporation (or CNX Gas in the case of Mr. DeIuliis), and any such failure or refusal has been demonstrably and materially harmful to the Corporation (or CNX Gas, in the case of Mr. DeIuliis).

Notwithstanding the foregoing, the executive will not be deemed to have been terminated for “cause” under clause (b) above unless the majority of the members of the Board (or the CNX Gas Board, in the case of Mr. DeIuliis) plus one member of such board, find that, in its good faith opinion, the executive has committed an act constituting “cause,” and such resolution is delivered in writing to the executive.

A “change in control” under the CIC Agreements means the occurrence of any of the following events (for purposes of this section, with respect to Mr. DeIuliis, where applicable, references to the “Corporation” also include the Corporation’s subsidiary, CNX Gas; references to the “Board” also include the CNX Gas Board; references to “shareholders of the Corporation” also include shareholders of CNX Gas and references to “voting stock” also include securities of CNX Gas):

(i)	the acquisition by any individual, entity or group of beneficial ownership of more than 25% of the combined voting power of the then outstanding voting stock of the Corporation; provided, however, that the following acquisitions will not constitute a change in control: (A) any issuance of voting stock of the Corporation directly from the Corporation that is approved by the then incumbent Board, (B) any acquisition by the Corporation (or any subsidiaries) of voting stock of the Corporation, (C) any acquisition of voting stock of the Corporation by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any subsidiary of the Corporation, (D) any acquisition of voting stock of the Corporation by an underwriter holding securities of the Corporation in connection with a public offering thereof, or (E) any acquisition of voting stock of the Corporation by any person pursuant to a transaction that complies with clauses (A), (B) and (C) of (iii) below; or
(ii)	individuals who constitute the Board as of the agreement date (or in the case of Mr. DeIuliis, individuals who constitute the CNX Gas Board other than at a time when the Corporation and/or its subsidiaries beneficially own more than 50% of the total voting stock of CNX Gas) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to such date whose election, or nomination for election by the Corporation’s shareholders (or CNX Gas’s shareholders, in the case of Mr. DeIuliis) was approved by a vote of at least two-thirds of the directors then comprising the incumbent Board are deemed to have then been a member of the incumbent Board, but excluding any individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;
(iii)	consummation of a reorganization, merger or consolidation of the Corporation or a direct or indirect wholly owned subsidiary of the Corporation, a sale or other disposition of all or substantially all of the assets of the Corporation, or other transaction involving the Corporation, unless, in each case, immediately following such transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners of voting stock of the Corporation immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the combined voting power or securities of the then outstanding shares of voting stock or securities of the entity resulting from such transaction or any direct

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	or indirect parent corporation thereof, (B) no person other than the Corporation beneficially owns 25% or more of the combined voting power of the then outstanding shares of voting stock of the entity resulting from such transaction or any direct or indirect parent corporation thereof and (C) at least a majority of the members of the Board of the entity resulting from such transaction or any direct or indirect parent corporation thereof were members of the incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such transaction;
(iv)	approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation, except pursuant to a transaction that complies with clauses (A), (B) and (C) of (iii) above; or
(v)	in the case of Mr. DeIuliis’ CIC Agreements, other than a time when CNX and/or its subsidiaries beneficially own less than 50% of the total voting stock of CNX Gas, a CNX change in control (as described in clauses (i) through (iv) above).

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A	“constructive termination” means:
•	A material adverse change in position;
•	A material reduction in annual base salary or target bonus or a material reduction in employee benefits;
•	Material adverse change in circumstances as determined in good faith by the executive, including a material change in the scope of business or other activities for which the executive was responsible for prior to the change in control, which has rendered the executive unable to carry out, has materially hindered his performance of, or has caused him to suffer a material reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position he held immediately prior to the change in control, as determined by him;
•	The liquidation, dissolution, merger, consolidation or reorganization of the Corporation (or CNX Gas, in the case of Mr. DeIuliis) or transfer of substantially all of CNX’s (or CNX Gas’s, in the case of Mr. DeIuliis) business or assets unless the successor assumes all duties and obligations of the Corporation (or CNX Gas, in the case of Mr. DeIuliis) under the applicable CIC Agreement; or
•	The relocation of the executive’s principal work location to a location that increases his normal commute by 50 miles or more or that requires travel increases by a material amount.

Stock Options

Options generally vest over a three-year period from the date of grant. In the event that a named executive’s employment with the Corporation (including any affiliate of the Corporation) is terminated for “cause” (as defined in our Equity and Incentive Compensation Plan) or the named executive breaches non-competition or proprietary information covenants (see description below), then any stock option (whether vested or unvested) that is granted to the named executive will be cancelled and forfeited in its entirety on the date of termination of employment or breach of covenant, as applicable. In addition, any stock option exercised during the six-month period prior to such termination of employment or breach of covenant, as applicable, will be rescinded, and the named executive will be required to pay to the Corporation within 10 days an amount in cash equal to the gain realized by the exercise of the stock option.

In the event that the named executive’s employment is terminated voluntarily or by the Corporation without “cause” (as defined in our Equity and Incentive Compensation Plan), the non-vested portion of any stock option will be deemed cancelled on the termination date and the vested portion, if any, of the stock option as of the date of such termination will remain exercisable until the expiration date.

In the event that employment with the Corporation (including any affiliate) is terminated without cause and after a decision that such termination qualifies for special vesting treatment, the non-vested portion of a stock option will continue to vest and become exercisable in accordance with the vesting schedule set forth in the award agreement, and will remain exercisable until the expiration date. In the event that the named executive’s employment is terminated by reason of death or due to “disability” (as defined in our Equity and Incentive Compensation Plan), or in the case of Mr. DeIuliis, retirement, the non-vested portion of the stock option will vest in its entirety immediately and will remain exercisable until the expiration date.

RSUs

RSUs generally vest over a three-year period from the date of grant. In the event that a named executive’s employment with the Corporation (or an affiliate) is terminated (i) on account of death or disability, (ii) by action taken by the Corporation (including any affiliate) without cause and after a decision that such termination without cause qualifies for special vesting treatment, or (iii) in the case of Mr. DeIuliis, retirement (a “Qualifying Separation”), the unvested portion of the RSU award will vest.

If the named executive’s employment with the Corporation (or an affiliate) is terminated for any other reason, including by the named executive voluntarily, or by the Corporation (including an affiliate) with or without cause (other than in connection with a Qualifying Separation), the unvested portion of the RSU award will be cancelled and forfeited. If the named executive’s employment with the Corporation (or an affiliate) is terminated by action taken by the Corporation (including an affiliate) with “cause” (as defined in our Equity and Incentive Compensation Plan), the vested RSUs held by the named executive will also be forfeited (with any shares issued returned to the Corporation) and, to the extent that the named executive has sold any of his or her shares issued under the award within the six-month period ending with the date the named executive’s employment with the Corporation was terminated for cause, the named executive will be required to repay to the Corporation, within ten days after receipt of written demand from the Corporation, the cash proceeds that the named executive received upon each such sale.

If the named executive breaches the non-competition or proprietary information covenants in the RSU award agreement, the RSUs awarded to the named executive (whether vested or unvested) will be cancelled and forfeited (with any shares issued returned to the Company).


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PSUs and ESG PSUs

PSUs and ESG PSUs generally vest over a three-year period. The PSU and ESG PSU awards also include special vesting provisions in connection with certain employment termination circumstances.

For the PSUs and the ESG PSUs, in the event the named executive’s employment with the Corporation (or an affiliate) is terminated (i) on account of death or disability, (ii) by action taken by the Corporation (including any affiliate) without cause and after a decision that such termination without cause qualifies for special vesting treatment, or (iii) in the case of Mr. DeIuliis, retirement (a “Qualifying Separation”), the named executive will be entitled to retain the awards and receive payment therefore, to the extent earned and payable.

If the named executive breaches the non-competition or proprietary information covenants in the PSU or ESG PSU award agreement, the PSUs and ESG PSUs awarded to the named executive will be cancelled and forfeited.

Special PSUs

The Special PSUs may generally be earned and will be paid incrementally over seven years in three tranches of 25%, 25%, and 50% based on three separate sub-performance periods. In the event the named executive’s employment is terminated for any reason, any Special PSUs that have not yet been distributed will be cancelled and forfeited.

If the named executive breaches the non-competition or proprietary information covenants in the Special PSU award agreement, the Special PSUs awarded to the named executive will be cancelled and forfeited.

Equity and Incentive Compensation Plan Definitions

The following definitions and provisions are set forth in our Equity and Incentive Compensation Plan.

“Cause” is defined, unless otherwise defined in the applicable award agreement, as a determination by the Compensation Committee that a person has committed an act of embezzlement, fraud, dishonesty or breach of fiduciary duty to the Corporation, deliberately and repeatedly violated the rules of the Corporation or the valid instructions of the Board or an authorized officer of the Corporation, made any unauthorized disclosure of any of the material secrets or confidential information of the Corporation, or engaged in any conduct that could reasonably be expected to result in material loss, damage or injury to the Corporation.

“Disability” is defined, unless otherwise defined in the applicable award agreement, as an award recipient’s inability, because of physical or mental incapacity or injury (that has continued for a period of at least 12 consecutive calendar months) to perform for the Corporation or an affiliate of the Corporation substantially the same services as he or she performed prior to incurring the incapacity or injury.

“Retirement” is defined in Mr. DeIuliis’ award agreements to mean attainment of age 50 and completion of 20 or more years of continuous service with the Corporation and its affiliates, other than a termination of employment for cause (as such term is defined in the Equity and Incentive Compensation Plan).

Change in Control and Restrictive Covenant Provisions — Options, RSUs, PSUs, ESG PSUs, and Special PSUs

All CNX options, RSU, PSU, ESG PSU, and Special PSU awards, whether or not vested, vest upon a change in control, which is defined under our Equity and Incentive Compensation Plan as (unless otherwise defined in the applicable award agreement) the earliest to occur of:

•	Any one person (other than the Corporation, any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation, and any corporation owned, directly or indirectly, by the shareholders of the Corporation in substantially the same proportions as their ownership of Corporation stock), or more than one person acting as a group, is or becomes the beneficial owner of shares that, together with the shares held by that person or group, possess more than 50% of the total fair market value or total voting power of the Corporation’s shares;
•	A majority of members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or
•	The sale of all or substantially all of the Corporation’s assets.

However, in the event the accelerated vesting of the awards, either alone or together with any other payments or benefits to which the named executive may otherwise become entitled from the Corporation in connection with the “change in control” would, in the Corporation’s good faith opinion, be deemed to be a parachute payment under Section 280G of the Code


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(or any successor provision), then, unless any agreement between the named executive and the Corporation provides otherwise, the number of shares which vest on this accelerated basis will be reduced to the extent necessary to ensure, in the Corporation’s good faith opinion, that no portion of the accelerated award will be considered such a parachute payment.

All CNX options, RSU, PSU, ESG PSU, and Special PSU awards contain a covenant regarding confidential information and trade secrets, pursuant to which the recipient must agree, at any time during or after his or her employment with the Corporation, not to disclose or use for his or any other person or entity’s own benefit or purposes, other than the Corporation and its affiliates, any proprietary confidential information or trade secrets, which are unique to the Corporation and not generally known to the industry or the public (except as otherwise provided therein). In addition, upon termination with the Corporation for any reason, the award recipient must immediately return all materials relating to the business of the Corporation and its affiliates, excluding personal notes, notebooks and diaries, and may not retain or use for such person’s own account at any time any trade names, trademarks or other proprietary business designations used or owned in connection with the business of the Corporation or its affiliates.

With respect to outstanding PSUs (including ESG PSUs), upon a change in control, the applicable performance goals will be deemed to have been achieved on such date, with the value of such awards to be settled on the closing date of the change in control transaction; provided, however, that in the event of a change in control, the awards may be settled in cash and/or securities or other property.

With respect to outstanding Special PSUs, upon a change in control, the level of achievement of the Special PSUs will be calculated based on the value of a share of the Corporation’s common stock on the date of such change in control as determined by the applicable transaction documentation (without taking into account a weighted average), with the value of such awards to be settled on the closing date of the change in control transaction; provided, however, that in the event of a change in control, the awards may be settled in cash and/or securities or other property.

Supplemental Retirement Plan

If a participant’s employment with CNX or any subsidiary terminates for “cause” (which is defined in the Supplemental Retirement Plan to include a violation of any non-solicitation, non-competition or non-disclosure provision contained in any agreement entered into by and between a participant and CNX or any subsidiary), no benefits will be payable under the Supplemental Retirement Plan. Additionally, each participant agrees by participating in the Supplemental Retirement Plan that within ten (10) days after the date we provide the participant with a notice that there has occurred a termination on account of “cause,” the participant will pay to us in cash an amount equal to any and all distributions paid to or on behalf of such participant under the Supplemental Retirement Plan within the six (6) months prior to the date of the earliest breach. A forfeiture of Supplemental Retirement Plan benefits will also occur for certain “cause” events even if the event does not occur or is not discovered until after any termination of employment. Benefits under the Supplemental Retirement Plan will immediately vest upon death or disability of a participant or upon a “change in control” (as described below).

Further, the participant will be entitled to receive the vested benefits in a lump sum payment if the participant’s employment is terminated after, or in connection with, a “change of control” (as defined in the Supplemental Retirement Plan) on account of: (i) an involuntary termination associated with a change in control within the two (2) year period after the change in control, or (ii) a termination by CNX other than for cause or due to the participant’s death or disability that (A) occurs not more than three (3) months prior to the date on which a “change in control” occurs or (B) is required by a third party who initiates a change in control.

The benefit will be calculated as if the participant terminated on the date of the change in control, but the participant will be considered only for purposes of applying the appropriate actuarial reduction to have a minimum age of 55 and a minimum of 20 years of credited service. Additional service credit will also be provided for the term of any payments under a participant’s CIC Agreement, if any, with the Corporation. See “Understanding our Pension Benefits Table” for more information regarding the Supplemental Retirement Plan.

New Restoration Plan

The New Restoration Plan was frozen for future benefit credits effective July 1, 2018. If a participant’s employment terminates on account of “cause” (as defined in the New Restoration Plan), no benefits will be payable. Additionally, each participant agrees by participating in the New Restoration Plan that within ten (10) days after the date we provide the participant with a notice that there has occurred a termination on account of “cause”, the participant will pay to us in cash an amount equal to any and all distributions paid to or on behalf of such participant under the New Restoration Plan within the six (6) months prior to the date of the earliest breach. A forfeiture of New Restoration Plan benefits will also occur for certain “cause” events even if the event does not occur or is not discovered until after any termination of employment.


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Severance Pay Plan for Salaried Employees

Eligible employees of CNX are entitled to receive benefits under the Severance Pay Plan immediately upon completion of one year of continuous service with CNX. Pursuant to the terms of the Severance Pay Plan, upon an involuntary termination that is part of a workforce reduction, the employee is entitled to one week’s compensation for each completed full year of continuous service, up to a maximum of 25 weeks’ compensation, subject to the Severance Pay Plan’s reemployment provisions described below. Benefits under the Severance Pay Plan do not apply where the employee is terminated for “cause” (as defined in the Severance Pay Plan) or resigns, or where such employee’s employment ends in connection with the sale of stock or part of the CNX assets and the employee is offered employment by the purchaser (or its affiliate) of the stock or all or substantially all of the CNX assets.

Calculation of the one week’s compensation is made on the basis of straight time pay (excluding any bonus or overtime compensation) for such employee’s permanently assigned position. In addition to severance benefits, employees are granted any vacation pay to which they are entitled. Employees with less than one year of service are paid only up to and including the date of termination. In the event that the terminated employee is re-employed as a full-time employee before the severance pay period has expired, the employee shall reimburse CNX for the amount of severance benefits which relate to the unexpired period. If the employee was granted vacation pay, the employee may, at his or her option, remit the vacation pay to CNX and schedule a later vacation at a time mutually agreed upon with CNX.

Employees will not be entitled to severance under this Severance Pay Plan unless and until such employee executes, and does not revoke, a release, deemed satisfactory by CNX, waiving any and all claims against CNX, its affiliates and subsidiaries and all related parties.

2023 Pay Ratio Information

2023 Pay Ratio

The SEC requires disclosure of the annual total compensation of our President and CEO, Mr. DeIuliis, the annual total compensation of our “median employee” (determined by excluding our President and CEO), and the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Summary Compensation Table). For fiscal year 2023, the values are as follows:

•	Mr. DeIuliis’ annual total compensation — $6,427,883
•	Median employee’s annual total compensation — $175,782
•	Ratio of Mr. DeIuliis’ annual total compensation to the median employee’s annual total compensation — 37:1

Pay Ratio Methodology

SEC rules allow CNX to select a methodology for identifying the median employee in a manner that is most appropriate, based on CNX’s size, organizational structure, and compensation plans, policies, and procedures.

Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, CNX may identify its median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our 2021 pay ratio disclosure. We reviewed the changes in our employee population and employee compensatory arrangements and determined there has been no change in our employee population or employee compensatory arrangements that would significantly impact the 2021 CEO pay ratio disclosure and ultimately require us to identify a new median employee for 2023. As a result, we used the same median employee for the 2023 CEO pay ratio as we did for the 2021 CEO pay ratio disclosure.

The methodology used to identify the median employee for the 2021 pay ratio was a full-time, salaried employee who was selected using base salary and target bonus payout under the STIC, which were applied consistently across CNX’s entire employee population for the trailing 12-month period preceding December 1, 2021 (excluding our CEO). We believe that these elements reasonably reflect the annual compensation of our general employee population.

In determining the median employee, CNX did not use any of the exemptions permitted under SEC rules. Similarly, CNX did not rely on any material assumptions, adjustments or estimates in order to identify the median employee or to determine annual total compensation or any elements of annual total compensation for that employee or Mr. DeIuliis.

Once we identified our median employee, we calculated the median employee’s annual total compensation, as described above, for purposes of developing the comparison of Mr. DeIuliis’ annual total compensation to such median employee’s annual total compensation.


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Pay Versus Performance

The following table, and accompanying graphs and narrative information, contains required disclosures regarding the relationship between the Corporation’s financial performance (using a mix of required (Total Shareholder Return (“TSR”) and Net Income (Loss)) and company-selected (Adjusted FCF per Share) measures) and actual compensation paid to our principal executive officer, Mr. DeIuliis, and the average actual compensation paid to our other named executive officers for 2023, 2022, 2021 and 2020. The Compensation Committee did not consider these disclosures when making the executive compensation decisions contained in this Proxy Statement, except as otherwise noted regarding Adjusted FCF per Share.