v3.24.1
Cover
12 Months Ended
Dec. 31, 2023
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name CNX RESOURCES CORPORATION
Entity Central Index Key 0001070412
Amendment Flag false
v3.24.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]

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.

 

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.

 

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

 

 

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

     
Company Selected Measure Name Adjusted FCF per Share      
Named Executive Officers, Footnote [Text Block]

 

(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.
     
PEO Total Compensation Amount [1] $ 6,427,883 $ 6,548,158 $ 8,572,755 $ 11,027,059
PEO Actually Paid Compensation Amount [1],[2] $ 8,148,487 10,195,331 10,140,026 9,362,679
Adjustment To PEO Compensation, Footnote [Text Block]

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
     
Non-PEO NEO Average Total Compensation Amount [1] $ 4,175,035 2,351,374 2,643,657 1,529,687
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2] $ 4,440,746 3,426,481 3,423,186 1,658,655
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

 

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
     
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

 

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.

 

     
Compensation Actually Paid vs. Net Income [Text Block]

 

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. 

     
Compensation Actually Paid vs. Company Selected Measure [Text Block]

 

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.

     
Total Shareholder Return Vs Peer Group [Text Block]

 

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.

     
Tabular List [Table Text Block]

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.

     
Total Shareholder Return Amount $ 175.2 115.2 94 73.8
Peer Group Total Shareholder Return Amount [3] 197.4 91.5 61.3 27.4
Net Income (Loss) Attributable to Parent [4] $ 1,720,716,000 $ (142,077,000) $ (498,643,000) $ (428,744,000)
Company Selected Measure Amount | $ / shares [4] 1.98 4.14 2.48 1.96
PEO Name Nicholas J. DeIuliis Nicholas J. DeIuliis Nicholas J. DeIuliis Nicholas J. DeIuliis
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name Adjusted Free Cash Flow Per Share      
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name Free Cash Flow      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name Relative Total Shareholder Return      
Measure [Axis]: 4        
Pay vs Performance Disclosure [Table]        
Measure Name Absolute Stock Price      
Measure [Axis]: 5        
Pay vs Performance Disclosure [Table]        
Measure Name Methane Intensity Reduction      
PEO [Member] | -aggregate change in actuarial present value of pension benefits        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ (1,621,967) $ (844,449) $ (3,383,526)
PEO [Member] | +service cost of pension benefits        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
PEO [Member] | +prior service cost of pension benefits        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
PEO [Member] | -SCT “Stock Awards” column value        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (3,000,010) (3,500,022) (4,500,012) (4,050,004)
PEO [Member] | -SCT “Option Awards” column value        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (450,002)
PEO [Member] | +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        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 3,662,229 4,327,461 5,595,578 6,238,718
PEO [Member] | + 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        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 2,778,705 3,303,590 1,310,746 596,897
PEO [Member] | +aggregate total of vesting date fair value of equity awards granted and vested in the covered year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
PEO [Member] | +/- aggregate total of change in fair value of equity awards granted in prior years that vested in the covered year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (98,353) 466,723 751,936 (417,338)
PEO [Member] | -aggregate total fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (950,579) (746,528) (199,125)
PEO [Member] | +dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
PEO [Member] | +excess fair value for equity award modifications        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
Non-PEO NEO [Member] | -aggregate change in actuarial present value of pension benefits        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (888) (4) (3,065)
Non-PEO NEO [Member] | +service cost of pension benefits        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
Non-PEO NEO [Member] | +prior service cost of pension benefits        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
Non-PEO NEO [Member] | -SCT “Stock Awards” column value        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (3,055,694) (1,658,349) (1,768,015) (710,398)
Non-PEO NEO [Member] | -SCT “Option Awards” column value        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (59,752)
Non-PEO NEO [Member] | +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        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 3,045,435 2,050,398 2,198,688 862,273
Non-PEO NEO [Member] | +aggregate total of vesting date fair value of equity awards granted and vested in the covered year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
Non-PEO NEO [Member] | +/- aggregate total of change in fair value of equity awards granted in prior years that vested in the covered year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (7,411) 67,061 71,827 (15,288)
Non-PEO NEO [Member] | -aggregate total fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (12,201) (14,345) (1,492)
Non-PEO NEO [Member] | +dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
Non-PEO NEO [Member] | +excess fair value for equity award modifications        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
Non-PEO NEO [Member] | +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        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ 284,269 $ 628,198 $ 291,378 $ 56,690
[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.