Pay Versus Performance Table —
2023, 2022, 2021 and 2020
| | |
| |
| |
Average
Summary
Compensation
Table | |
Average
Compensation
Actually Paid | |
Value of Initial
Fixed $100
Investment
Based On: | |
| |
|
Year
(a) | |
Summary
Compensation
Table Total for
PEO(1)
(b) | |
Compensation
Actually Paid
to PEO(1)(2)
(c) | |
Total
for
Non-PEO Named
Executive
Officers(1)
(d) | |
to
Non-PEO
Named
Executive
Officers(1)(2)
(e) | |
Total
Shareholder
Return
(f) | |
Peer
Group
Total
Shareholder
Return(3)
(g) | |
Net
Income (Loss)
(h)
(In
thousands) | |
Adjusted
Free Cash
Flow per
Share(4)
(i) |
| 2023 | |
$ | 6,427,883 | |
$ | 8,148,487 | |
$ | 4,175,035 | |
$ | 4,440,746 | |
$ | 175.2 | |
$ | 197.4 | |
$ | 1,720,716 | |
$ | 1.98 |
| 2022 | |
$ | 6,548,158 | |
$ | 10,195,331 | |
$ | 2,351,374 | |
$ | 3,426,481 | |
$ | 115.2 | |
$ | 91.5 | |
$ | (142,077) | |
$ | 4.14 |
| 2021 | |
$ | 8,572,755 | |
$ | 10,140,026 | |
$ | 2,643,657 | |
$ | 3,423,186 | |
$ | 94 | |
$ | 61.3 | |
$ | (498,643) | |
$ | 2.48 |
| 2020 | |
$ | 11,027,059 | |
$ | 9,362,679 | |
$ | 1,529,687 | |
$ | 1,658,655 | |
$ | 73.8 | |
$ | 27.4 | |
$ | (428,744) | |
$ | 1.96 |
| (1) |
Nicholas J. DeIuliis served as our principal executive officer (“PEO”)
for the full year for each of 2023, 2022, 2021 and 2020. For 2023, our non-PEO named executive officers (“NEOs”)
included Alan Shepard, Navneet Behl, Hayley F. Scott, Ravi Srivastava, Olayemi Akinkugbe, and Alexander J. Reyes. For 2022,
our non-PEO NEOs included Alan Shepard, Olayemi Akinkugbe, Alexander J. Reyes, Ravi Srivastava, Donald W. Rush and Chad A.
Griffith. For 2021, our non-PEO NEOs included Olayemi Akinkugbe, Alexander J. Reyes, Donald W. Rush and Chad A. Griffith.
For 2020, our non-PEO NEOs included Olayemi Akinkugbe, Alexander J. Reyes, Donald W. Rush, Chad A. Griffith and Stephanie
L. Gill. |
| (2) |
For each of 2023, 2022, 2021 and 2020, the value included in this column for the compensation
actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflects the following adjustments
to the values included in columns (b) and (d) respectively: |
| (3) |
For each year, TSR for the Corporation and the peer group was calculated in accordance
with Item 201(e) and Item 402(v) of Regulations S-K. For purposes of this pay versus performance disclosure, our peer group
is the same peer group used for purposes of the performance graph included in the Corporation’s Annual Reports on 10-K
for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020 and consists of the following entities: 2023, 2022
and 2021 -- Antero Resources Corporation, Chesapeake Energy Corporation, EQT Corporation, Gulfport Energy Corporation, Range
Resources Corporation and Southwestern Energy Co.; and 2020 — Antero Resources Corporation, Cabot Oil & Gas Corporation
(now known as Coterra Energy Inc. following its merger with Cimarex Energy Co.), EQT Corporation, Gulfport Energy Corporation,
Range Resources Corporation and Southwestern Energy Co. (in each case, the “Peer Group”). Because fiscal years
are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top
for purposes of understanding cumulative returns over time. |
| (4) |
Adjusted FCF per Share is calculated as set forth in Appendix A of this Proxy Statement,
and is identical to the calculation used in determining the Corporation’s Adjusted FCF per Share Performance Measure
under the STIC Plan. |
| (1) |
Nicholas J. DeIuliis served as our principal executive officer (“PEO”)
for the full year for each of 2023, 2022, 2021 and 2020. For 2023, our non-PEO named executive officers (“NEOs”)
included Alan Shepard, Navneet Behl, Hayley F. Scott, Ravi Srivastava, Olayemi Akinkugbe, and Alexander J. Reyes. For 2022,
our non-PEO NEOs included Alan Shepard, Olayemi Akinkugbe, Alexander J. Reyes, Ravi Srivastava, Donald W. Rush and Chad A.
Griffith. For 2021, our non-PEO NEOs included Olayemi Akinkugbe, Alexander J. Reyes, Donald W. Rush and Chad A. Griffith.
For 2020, our non-PEO NEOs included Olayemi Akinkugbe, Alexander J. Reyes, Donald W. Rush, Chad A. Griffith and Stephanie
L. Gill. |
| (2) |
For each of 2023, 2022, 2021 and 2020, the value included in this column for the compensation
actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflects the following adjustments
to the values included in columns (b) and (d) respectively: |
| (3) |
For each year, TSR for the Corporation and the peer group was calculated in accordance
with Item 201(e) and Item 402(v) of Regulations S-K. For purposes of this pay versus performance disclosure, our peer group
is the same peer group used for purposes of the performance graph included in the Corporation’s Annual Reports on 10-K
for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020 and consists of the following entities: 2023, 2022
and 2021 -- Antero Resources Corporation, Chesapeake Energy Corporation, EQT Corporation, Gulfport Energy Corporation, Range
Resources Corporation and Southwestern Energy Co.; and 2020 — Antero Resources Corporation, Cabot Oil & Gas Corporation
(now known as Coterra Energy Inc. following its merger with Cimarex Energy Co.), EQT Corporation, Gulfport Energy Corporation,
Range Resources Corporation and Southwestern Energy Co. (in each case, the “Peer Group”). Because fiscal years
are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top
for purposes of understanding cumulative returns over time. |
| (4) |
Adjusted FCF per Share is calculated as set forth in Appendix A of this Proxy Statement,
and is identical to the calculation used in determining the Corporation’s Adjusted FCF per Share Performance Measure
under the STIC Plan. |
| |
|
 2024 PROXY STATEMENT |
│ 72 |
| Nicholas J. DeIuliis | |
2023 | | |
2022 | | |
2021 | | |
2020 |
| Summary Compensation Table Total for PEO (column (b)) | |
$ | 6,427,883 | | |
$ | 6,548,158 | | |
$ | 8,572,755 | | |
$ | 11,027,059 |
| -aggregate change in actuarial present value of pension benefits | |
$ | 1,621,967 | | |
| — | | |
$ | 844,449 | | |
$ | 3,383,526 |
| +service cost of pension benefits | |
| — | | |
| — | | |
| — | | |
| — |
| +prior service cost of pension benefits | |
| — | | |
| — | | |
| — | | |
| — |
| -SCT “Stock Awards” column value | |
$ | 3,000,010 | | |
$ | 3,500,022 | | |
$ | 4,500,012 | | |
$ | 4,050,004 |
| -SCT “Option Awards” column value | |
| — | | |
| — | | |
| — | | |
$ | 450,002 |
| +aggregate total of year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | |
$ | 3,662,229 | | |
$ | 4,327,461 | | |
$ | 5,595,578 | | |
$ | 6,238,718 |
| + aggregate total of change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | |
$ | 2,778,705 | | |
$ | 3,303,590 | | |
$ | 1,310,746 | | |
$ | 596,897 |
| +aggregate total of vesting date fair value of equity awards granted and vested in the covered year | |
| — | | |
| — | | |
| — | | |
| — |
| +/- aggregate total of change in fair value of equity awards granted in prior years that vested in the covered year | |
$ | (98,353) | | |
$ | 466,723 | | |
$ | 751,936 | | |
$ | (417,338) |
| -aggregate total fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | |
$ | — | | |
$ | 950,579 | | |
$ | 746,528 | | |
$ | 199,125 |
| +dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | |
| — | | |
| — | | |
| — | | |
| — |
| +excess fair value for equity award modifications | |
| — | | |
| — | | |
| — | | |
| — |
| Compensation Actually Paid to PEO (column (c)) | |
$ | 8,148,487 | | |
$ | 10,195,331 | | |
$ | 10,140,026 | | |
$ | 9,362,679 |
| |
|
| 2024 PROXY STATEMENT |
│ 73 |
| Average for Non-PEO NEOs | |
2023 | | |
2022 | | |
2021 | | |
2020 |
| Average Summary Compensation Table Total for Non-PEO NEOs (column (d)) | |
$ | 4,175,035 | | |
$ | 2,351,374 | | |
$ | 2,643,657 | | |
$ | 1,529,687 |
| -aggregate change in actuarial present value of pension benefits | |
$ | 888 | | |
| — | | |
$ | 4 | | |
$ | 3,065 |
| +service cost of pension benefits | |
| — | | |
| — | | |
| — | | |
| — |
| +prior service cost of pension benefits | |
| — | | |
| — | | |
| — | | |
| — |
| -SCT “Stock Awards” column value | |
$ | 3,055,694 | | |
$ | 1,658,349 | | |
$ | 1,768,015 | | |
$ | 710,398 |
| -SCT “Option Awards” column value | |
| — | | |
| — | | |
| — | | |
$ | 59,752 |
| +aggregate total of year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | |
$ | 3,045,435 | | |
$ | 2,050,398 | | |
$ | 2,198,688 | | |
$ | 862,273 |
| +aggregate total of year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | |
$ | 284,269 | | |
$ | 628,198 | | |
$ | 291,378 | | |
$ | 56,690 |
| +aggregate total of vesting date fair value of equity awards granted and vested in the covered year | |
| — | | |
| — | | |
| — | | |
| — |
| +/- aggregate total of change in fair value of equity awards granted in prior years that vested in the covered year | |
$ | (7,411) | | |
$ | 67,061 | | |
$ | 71,827 | | |
$ | (15,288) |
| -aggregate total fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | |
| — | | |
$ | 12,201 | | |
$ | 14,345 | | |
$ | 1,492 |
| +dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | |
| — | | |
| — | | |
| — | | |
| — |
| +excess fair value for equity award modifications | |
| — | | |
| — | | |
| — | | |
| — |
| Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | |
$ | 4,440,746 | | |
$ | 3,426,481 | | |
$ | 3,423,186 | | |
$ | 1,658,655 |
| |
|
| 2024 PROXY STATEMENT |
│ 74 |
Pay Versus Performance Relationship Descriptions
The following narrative and graphical comparisons
provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2023,
2022, 2021, and 2020, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return
of the Peer Group; and (b) comparisons between (i) PEO CAP and average non-PEO CAP and (ii) each of the performance measures set
forth in columns (f), (h) and (i) of the Pay Versus Performance table:
CAP vs. TSR. The graph above compares CNX’s TSR
and the TSR of the Peer Group with PEO CAP and average non-PEO CAP for each of 2020, 2021, 2022, and 2023.
| 2024
PROXY STATEMENT |
│ 75 |
CAP vs. Net Income (Loss). SEC
rules require the comparison of CAP to net income. Although in 2023 CNX reported net income, for each of the years 2020, 2021 and
2022, CNX reported a net loss, which we attribute in large part to the recognition of unrealized gains and losses associated with
changes in the fair value of commodity derivative instruments, or commodity price hedges. The required recognition of unrealized
gains or losses on these hedging instruments can significantly impact our financial results such that reported net income is not
in our opinion necessarily reflective of CNX’s financial performance in any given period. Thus, we do not use net income
as a performance indicator nor does the Compensation Committee use it in making executive compensation decisions or calculating
incentive awards for our named executive.
| 2024
PROXY STATEMENT |
│ 76 |
CAP vs. Adjusted FCF Per Share. CNX
chose Adjusted FCF per Share as the company-selected measure as required under the SEC Pay-Versus-Performance disclosure rules.
CNX believes that Adjusted FCF per Share is a fundamental gauge of the Corporation’s financial performance and its goal of
creating long-term value for its shareholders. CNX believes this metric is an indicator, on a per share basis, of the ability to
efficiently operate its existing assets and capital investment program; which ultimately results in the generation of cash that,
after certain adjustments, may be available for shareholder returns or debt reduction. Thus, the Compensation Committee uses Adjusted
FCF per Share in making executive compensation decisions, including specifically the STIC awards.
| 2024
PROXY STATEMENT |
│ 77 |
List of Performance Measurements for Compensation Actually Paid
The following table lists the performance measures
that we believe represent the most important performance measures we used to link PEO CAP and average non-PEO NEO CAP for fiscal
year 2023 to our performance:
| Adjusted Free Cash Flow Per Share |
| Free Cash Flow |
| Relative Total Shareholder Return |
| Absolute Stock Price |
| Methane Intensity Reduction |
This Pay Versus Performance section 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 this Pay Versus Performance section by reference therein.
| 2024
PROXY STATEMENT |
│ 78 |
